Common use of Cost of Tenant Improvements Clause in Contracts

Cost of Tenant Improvements. A. Landlord shall complete, or cause to be completed, the Tenant Improvements, at the construction cost shown in the Final Cost Estimate (subject to increases for Landlord approved Changes and as otherwise provided in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. B. Landlord shall pay up to $398,300.00, based on $7.00 per rentable square foot of the Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward approved Tenant Improvements, and any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost of the Tenant Improvement Work is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information and the amount, if any, by which aggregate Completion Cost for the Tenant Improvement Work exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilize. The amounts to be paid by Tenant for the Tenant Improvements pursuant to this Section II.C. are sometimes cumulatively referred to herein as the “Tenant’s Contribution”.

Cost of Tenant Improvements. A. Landlord shall complete, or cause provide to be completed, the Tenant Improvements, at the construction cost shown in the Final Cost Estimate a tenant improvement allowance of _________ dollars (subject to increases for Landlord approved Changes and as otherwise provided in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. B. Landlord shall pay up to $398,300.00, based on $7.00 $ _______) per rentable square foot (the "Tenant Improvement Allowance") to be applied towards the actual costs incurred by Landlord for the Tenant Improvements. Landlord shall obtain Xxxxxx’s prior written approval of Landlord’s budget for completion of Tenant Improvements (“Budget”). The Budget shall include all hard and soft costs, including without limitation design fees, permit costs, permit review fees, and the cost for actual construction of the Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward approved Tenant Improvements, and any partitionsrelated construction management fees (collectively “Construction Costs”) which the Landlord intends to charge to Tenant as a Tenant Improvement cost under this Lease. Once the Budget is approved by Tenant, modular office stationsit shall not be increased, fixturesor deemed to be increased, cabling, furniture without written approval from Tenant for any such increase. Subject to the terms and equipment requested by Tenant are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost conditions of the Tenant Improvement Work is less than the LandlordAgreement including, without limitation, Tenant’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of approve the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information and the amountBudget, if any, by which aggregate Completion Cost for the Tenant Improvement Work exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilize. The amounts to be paid by Tenant Construction Costs for the Tenant Improvements exceed the Tenant Improvement Allowance, and if such Costs have been previously approved in writing by Tenant and are not the result of (i) delays or defective or inadequate design or construction caused by Landlord or Landlord’s design professionals or other consultants or contractors, including failures to comply with applicable building codes, regulations or laws (“Category 1 Costs”), or (ii) the negligence or willful misconduct of Landlord or Landlord’s design professionals or other consultants or contractors (“Category 2 Costs”), or (iii) Landlord’s breach of obligations under this Lease including the Work Agreement (“Category 3 Costs”), then, Tenant shall be solely responsible for such excess costs (the “Excess Costs”). Landlord shall be fully responsible for paying all Category 1 Costs, all Category 2 Costs and all Category 3 Costs. Tenant shall pay to Landlord all Excess Costs (which shall not exceed the amount approved by Tenant pursuant to this Section II.C. 3(c) of the Work Agreement) without imposition of any overhead or mark-up by Landlord. If the Construction Costs for the Tenant Improvements are sometimes cumulatively referred less than the Tenant Improvement Allowance, then such unutilized amount shall be credited to herein as the “Rent otherwise payable by Tenant’s Contribution”.

Cost of Tenant Improvements. A. Landlord shall complete, or cause to be completed, the Tenant Improvements, at the construction its sole cost shown in the Final Cost Estimate and expense (subject to increases for Landlord approved Changes and to be paid for by Tenant as otherwise provided set forth in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. The Tenant Improvements shall be constructed by Landlord in accordance with all rules, regulations, codes, ordinances, statutes, and laws of any governmental or quasi-governmental authority in effect as of the date of the issuance of the applicable building permit(s) therefor, and in a good and xxxxxxx-like manner using material and equipment of new and otherwise of good quality. Landlord shall use commercially reasonable efforts to obtain standard warranties on the HVAC units installed as part of the Tenant Improvements and for other elements of the Tenant Improvements that Tenant is responsible for maintaining under the Lease and shall assign to Tenant, or otherwise cooperate to make available to Tenant the benefit of, all such warranties. B. Landlord shall pay up to $398,300.00, based on $7.00 per rentable square foot of In the Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges event that the Landlord's Maximum Contribution is intended only as cost of completing the maximum amount Landlord will pay toward approved Tenant Improvements, Improvement Work (including both “hard” and any partitions, modular office stations, fixtures, cabling, furniture and equipment “soft” costs) shall actually be reduced due solely to Change(s) requested by Tenant are in no event subject (and approved by Landlord pursuant to payment as part the applicable provisions of Landlord’s Contribution. In the event the Completion Cost this Work Letter), which Change(s) have either eliminated portions of the Tenant Improvement Work is less than as shown in the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion approved Plan and Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund Estimate or allowance of any kind substituted materials or specifications for any unused portion portions of the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary PlanImprovement Work, Working Drawings and Specifications or request a Change then Tenant may apply such savings, in an effort to apply any unused portion aggregate amount of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contributionup to, Landlord shall make available to Tenant an amount but not to exceed exceeding, $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 2.00 per rentable usable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect Tenant’s out-of-pocket moving costs incurred in writing whether or not to use the Landlord’s Amortizing Contribution prior moving to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustmentPremises. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information and the amount, if any, by which aggregate Completion Cost for the Tenant Improvement Work exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilize. The amounts to be paid by Tenant for the Tenant Improvements pursuant to this Section II.C. are sometimes cumulatively referred to herein as the “Tenant’s Contribution”.

Cost of Tenant Improvements. A. Landlord shall complete, or cause to be completed, the Tenant Improvements, at the construction cost shown in the Final Cost Estimate (subject to increases for Landlord approved Changes and as otherwise provided in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and TenantLandlord. B. Landlord shall pay up to Five Hundred Sixty Nine Thousand Dollars ($398,300.00569,000.00), based on $7.00 10.00 per rentable square foot of the Premises ("“Landlord's ’s Maximum Contribution"”), of the final “Completion Cost” (as defined below), but applicable only to “Building Standard Improvements” (as defined below) and the approved Non-Standard Improvements shown in the Preliminary Plan. Tenant acknowledges that the Landlord's ’s Maximum Contribution is intended only as the maximum amount Landlord will pay toward Building Standard Improvements and the approved Tenant ImprovementsNon-Standard Improvements shown in the Preliminary Plan, and not by way of limitation, any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are not included in Building Standards and are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost sum of the cost of the Building Standard Improvements and the approved Non-Standard Improvements shown in the Preliminary Plan for the Tenant Improvement Work Improvements is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("“Landlord's ’s Contribution"”) shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's ’s Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay all Completion Costs attributable to Non-Standard Improvements other than the approved Non-Standard Improvements shown in the Preliminary Plan (“Non-Standard Improvement Costs”), including, but not by way of limitation: (i) costs for each variance or upgrade which increases the cost of a Building Standard Improvement, and (ii) the entire cost of any improvements or work which are additions (as opposed to variances or upgrades) to the Standard Improvements (e.g., supplemental or back-up power or HVAC, extra finishes or millwork or partitions). In addition, Tenant shall pay all Completion Costs attributable to any Changes requested by the Tenant, any costs due to inaccurate or incomplete Programming Information and the amount, if any, by which aggregate Completion Cost costs for the Tenant Improvement Work Building Standard Improvements and the approved Non-Standard Improvements shown in the Preliminary Plan exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilizeContribution. The amounts to be paid by Tenant for the Tenant Improvements pursuant to this Section II.C. are sometimes cumulatively referred to herein as the “Tenant’s Contribution”.

Cost of Tenant Improvements. A. Landlord shall complete, or cause to be completed, the Tenant Improvements, at the construction cost shown in the Final Cost Estimate (subject to increases for Landlord approved Changes and as otherwise provided in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. B. Landlord shall pay up to One Hundred Twelve Thousand Four Hundred Ninety-Two Dollars ($398,300.00112,492.00), based on $7.00 4.00 per rentable usable square foot of the Premises ("“Landlord's ’s Maximum Contribution"”), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's ’s Maximum Contribution is intended only as the maximum amount Landlord will pay toward approved Tenant Building Standard Improvements, and not by way of limitation, any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are not included in Building Standards and are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost sum of the cost of the Building Standard Improvements for the Tenant Improvement Work Improvements is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("“Landlord's ’s Contribution"”) shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's ’s Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's ’s Maximum Contribution. In addition It is further understood and agreed that the Tenant Improvements shall be scheduled and shall be substantially completed not later than December 31, 2006 to the be eligible for funding by Landlord’s Maximum Contribution, and that Landlord shall make available not be obligated to fund any Tenant an amount not Improvements completed after such date. C Tenant shall pay all Completion Costs attributable to exceed $284,500.00 Non-Standard Improvements (the “Landlord’s Amortizing ContributionNon-Standard Improvement Costs”), based on $5.00 per rentable square foot including, but not by way of limitation: (i) costs for each variance or upgrade which increases the Premisescost of a Building Standard Improvement, and (ii) the entire cost of any improvements or work which are additions (as opposed to be utilized towards the Completion Cost. Tenant shall elect in writing whether variances or not to use the Landlord’s Amortizing Contribution prior upgrades) to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; providedStandard Improvements (e.g., howeversupplemental or back-up power or HVAC, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlordextra finishes or millwork or partitions). In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015addition, Tenant shall promptly pay all Completion Costs attributable to Landlord a lump sum amount equal to any Changes requested by the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay Tenant, any costs due to inaccurate or incomplete Programming Information and the amount, if any, by which aggregate Completion Cost costs for the Tenant Improvement Work Building Standard Improvements exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilizeLandlord Contribution. The amounts to be paid by Tenant for the Tenant Improvements pursuant to this Section II.C. are sometimes cumulatively referred to herein as the “Tenant’s Contribution”.

Cost of Tenant Improvements. A. (a) Landlord shall completecontribute $39.00 per square foot of Rentable Area in the Premises toward the cost of construction and installation of the Tenant Improvements (the “Tenant Improvements Allowance”). The Tenant Improvements Allowance may be used for all design, or cause engineering and construction costs, and other fees and expenses reasonably related thereto, including telecommunications, consulting and project management fees, governmental fees. The balance, if any, of the cost of the Tenant Improvements as constructed (“Additional Cost”), including but not limited to Landlord’s Markups, shall be completedpaid by Tenant in accordance with this Section 2.5(a). If the cost of the design, construction and installation of the Tenant Improvements, at the construction cost shown in the Final Cost Estimate (subject to increases for Landlord including any Tenant approved Changes and as otherwise provided in this Work Letter)Changes, in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. B. Landlord shall pay up to exceeds $398,300.00, based on $7.00 39.00 per rentable square foot foot, Landlord may deliver to Tenant, not more than once each calendar month during the construction schedule, a written request for payment (“Progress Invoice”) of Tenant’s prorata share of the Premises Additional Cost to date. Each such Progress Invoice shall include and be accompanied by ("i) the Landlord's Maximum Contribution"), ’s certified statements setting forth the amount requested and the percentage of completion of each item of Additional Cost and (ii) copies of conditional and unconditional lien releases from all subcontractors and vendors as of the final “Completion Cost” immediately prior Progress Invoice. Each Progress Invoice shall include retention of ten percent (as defined below)10%) of the amount until Substantial Completion. Tenant acknowledges that shall pay the amount due, if any, pursuant to the Progress Invoice to Landlord's Maximum Contribution is intended only as , within fifteen (15) days after Tenant’s receipt of the maximum amount Landlord will pay toward approved above items. All costs for Tenant Improvements, Improvements shall be fully documented to and any partitions, modular office stations, fixtures, cabling, furniture verified by Tenant. Tenant shall have the right to review and equipment requested by Tenant are in no event subject to payment as part of Landlord’s Contributionapprove the Progress Invoice. In If the event the Completion Cost actual cost of the Tenant Improvement Work Improvements as constructed is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward Tenant Improvements Allowance (the Completion Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution“Savings”), Landlord shall make available apply the Savings to Tenant an amount not to exceed $284,500.00 Base Rent installments in regular order of maturity. (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot b) Landlord shall receive a fee of seven percent (7%) of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement cost of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information and the amount, if any, by which aggregate Completion Cost for the Tenant Improvement Work exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilize. The amounts to be paid by Tenant for constructing the Tenant Improvements pursuant to this Section II.C. are sometimes cumulatively referred to herein as the “TenantLandlord’s Contribution”fee for overhead and profit.

Cost of Tenant Improvements. A. 3.1 Landlord shall complete, or cause to be completed, the Tenant Improvements, at the construction cost shown in the Final Cost Estimate (subject to increases for Landlord approved Changes and to be paid by Tenant as otherwise provided set forth in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. The Tenant Improvements shall be constructed by Landlord in accordance with all rules, regulations, codes, ordinances, statutes, and laws of any governmental or quasi-governmental authority in effect as of the date of the issuance of the applicable building permit(s) therefor, and in a good and xxxxxxx-like manner using material and equipment of new and otherwise of good quality. Landlord shall obtain standard warranties on the “supplemental” HVAC units installed as part of the Tenant Improvements and for other elements of the Tenant Improvements that Tenant is responsible for maintaining under the Lease and shall assign to Tenant, or otherwise cooperate to make available to Tenant the benefit of, all such warranties. B. 3.2 Landlord shall pay up to $398,300.007,480,400.00, based on $7.00 50.00 per rentable square foot of the Premises ("“Landlord's ’s Maximum Contribution"”), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's ’s Maximum Contribution is intended only as the maximum amount Landlord will pay toward any of the Tenant Improvements described in the approved Tenant ImprovementsWorking Drawings and Specifications (as same may be modified pursuant to a Change Order or as otherwise provided in Section 2.4 above), and including but not limited to, any partitionsspecialized pipe installations, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are but excluding alterations not included in no event subject the Working Drawings or Specifications (as same may be modified pursuant to payment a Change Order or as part of Landlord’s Contributionotherwise provided in Section 2.4 above). In the event the sum of the cost of the Completion Cost of the Tenant Improvement Work is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("“Landlord's ’s Contribution"”) shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's ’s Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's ’s Maximum Contribution. In addition . 3.3 Tenant shall pay the difference between Final Cost Estimate and Landlord’s Maximum Contribution, if any, plus any costs due to Tenant Delays as specified in this Work Letter and any net increases above the Final Cost Estimate as set forth in approved Change Orders, to the extent such Tenant Delay costs or Change Order costs exceed the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information and the amount, if any, by which aggregate Completion Cost for the Tenant Improvement Work exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilize. The amounts to be paid by Tenant for the Tenant Improvements pursuant to this Section II.C. 3.3 are sometimes cumulatively referred to herein as the “Tenant’s Contribution”. Notwithstanding anything to the contrary herein, in no event shall Tenant’s Contribution exceed the sum of (i) the Final Cost Estimate and (ii) any net increases above the Final Cost Estimate as set forth in approved Change Orders or due to Tenant Delays, subject to Section 2.7 above. Tenant shall pay the Tenant’s Contribution, if any, within thirty (30) days of (i) the determination of the Final Cost Estimate, and (ii) the determination of any increases caused by a Tenant Delay or Change Order, pursuant to the provisions of this Work Letter.

Cost of Tenant Improvements. A. (a) The Tenant Improvements shall be paid for by Landlord shall complete, or cause to be completed, the Tenant Improvements, at the construction cost shown in the Final Cost Estimate (subject to increases for Landlord approved Changes and as otherwise provided in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. B. Landlord shall pay up to a cost of $398,300.00, based on $7.00 per rentable square foot 3,803,040.00 ("Tenant Improvement Allowance"). That portion of the Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward approved Tenant Improvements, and any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost cost of the Tenant Improvements which exceeds the Tenant Improvement Work is less than Allowance shall be paid by Tenant in advance by a cash deposit with Landlord in the Landlord’s Maximum Contributionfull amount of the cost of the Tenant Improvements which exceeds the Tenant Improvement Allowance; provided, Landlord’s actual contribution toward that if not all of the Completion Cost ("Landlord's Contribution") shall equal such lesser amountexcess costs can be determined prior to construction, and then Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused pay the portion of the Landlord's Maximum Contribution nor shall Tenant which can be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change determined in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect advance in writing whether or not to use the Landlord’s Amortizing Contribution cash prior to the commencement of the work and the balance of such excess costs within ten (10) days after Landlord's written demand for payment which demand shall set forth in reasonable detail the costs to be paid. The Tenant Improvement Work. The Allowance (and Tenant's payment for excess costs, if any) will be used to pay for the costs of constructing and installing the Tenant Improvements and Building Common Areas including, without limitation, Building lobbies, restrooms, showers, HVAC systems and dropped ceilings; Washington State Sales Tax; Landlord’s Amortizing Contribution shall be subject to the limitations 's reasonable construction coordination fee; and restrictions provided in other costs and expenses incurred by Landlord under this Work Letter for applications of the Landlord’s ContributionSchedule B; provided, howeverthat the Tenant Improvement Allowance shall not be used to pay any costs associated with Tenant's telephone, that any portion computer and/or data services or related cabling with respect thereto, all of which costs shall be paid solely by Tenant. (b) Any change in specifications in the Space Plan, or in the Working Drawings after the initialling thereof by Landlord and Tenant, made at Tenant's request after the date of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term execution of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount made only after prior written approval of such rental adjustment Landlord and shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information made at Tenant's sole cost and the amount, if any, by which aggregate Completion Cost for the Tenant Improvement Work exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilizeexpense. The amounts to be paid costs and expenses associated with any changes shall include any architectural, mechanical, electrical and structural engineering drawings, plans and specifications required by Tenant for the Tenant Improvements pursuant to this Section II.C. are sometimes cumulatively referred to herein as the “Tenant’s Contribution”changes.

Cost of Tenant Improvements. A. Landlord shall completepay for the cost to prepare the Space Plan based on the approved Conceptual Space Plan except for revisions thereto which are necessitated by change orders initiated by the Tenant prior to the date of approval of the final Space Plan. Landlord shall also build out the Tenant Improvements at its cost on a turnkey basis based on the Conceptual Space Plan, and will provide Tenant with an ADDITIONAL TENANT IMPROVEMENT ALLOWANCE of $8.00 per rentable foot to cover the costs of any Changes shown on the Final Construction Documents. Any additional costs of revisions to the Space Plans or cause preparation and/or revision of the Final Construction Documents after approval by Landlord and Tenant shall be paid by Tenant to be completedthe extent the same result from additional Changes requested by Tenant. Landlord shall contribute the necessary funds, except for change orders by Tenant, toward the cost of the construction and installation of the Tenant Improvements. The total cost to construct the Tenant Improvements as shown on the Final Construction Documents, at including, but not limited to, usual markups for overhead, supervision and profit (but excluding any such markups for Landlord's supervision of the construction cost shown in job), less the costs to be paid by Landlord above and Landlord's Additional Tenant Improvement Allowance ("ADDITIONAL COST"), shall be paid by Tenant. Tenant shall pay Landlord 50% of the Additional Cost based upon the Final Cost Estimate (subject to increases for Landlord approved Changes and as otherwise provided in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. B. Landlord shall pay up to $398,300.00, based on $7.00 per rentable square foot of the Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward approved Tenant Improvements, and any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost of the Tenant Improvement Work is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement of construction of the Tenant Improvement WorkImprovements. The Landlord’s Amortizing Contribution balance of the actual Additional Cost shall be subject paid to the limitations and restrictions provided in this Work Letter for applications Landlord upon Substantial Completion of the Landlord’s Contribution; providedTenant Improvements. Landlord will use reasonable care in preparing the cost estimates for Changes, howeverbut they are estimates only and do not limit Tenant's obligation to pay for the actual Additional Cost of the Tenant Improvements, whether or not it exceeds the estimated amounts. Changes noted as "Fixed Cost Change Orders" shall be treated as such, regardless of the actual cost. Notwithstanding the foregoing, in the event that the Tenant Improvements include any modification or removal of any portion of the Landlord’s Amortizing Contribution funded Common Area improvements or core Building Systems located on a particular floor of the Building so that such floor will be converted from a multi-tenant to a single-tenant floor, the costs necessary to restore and/or replace such Common Area improvements or core Building Systems upon the termination of the Lease, as reasonably estimated by Landlord towards the Completion Cost shall be amortized over the 60-month Term as part of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information and the amount, if any, by which aggregate Completion Final Changes Cost Estimate for the Tenant Improvement Work exceeds Improvements, will be deducted from the Landlord’s Maximum Contribution 's Additional Tenant Improvement Allowance. If after reserving and Landlord’s Amortizing Contribution that Tenant elects to utilize. The deducting all amounts to be paid by Tenant as required above, the total costs for the design, installation and construction of the Tenant Improvements pursuant (including any Changes) is less than the total of Landlord's expected turnkey cost and Additional Tenant Improvement Allowance for Changes, the balance of any unspent funds shall be held by Landlord without interest paid to this Section II.C. are sometimes cumulatively referred to herein Tenant within ten (10) days of occupancy so long as the “Tenant’s Contribution”Lease is not in default.

Cost of Tenant Improvements. A. Landlord shall complete, or cause pay the cost of the Tenant Improvements to be completedmade pursuant to the Space Plans, up to the total amount (inclusive of all architectural, engineering, space planning, construction management, permitting and other fees of Landlord in connection therewith) of $15.00 per square foot of Rentable Area (the "Tenant Allowance"). In the event that the estimated costs of the Tenant Improvements exceed the Tenant Allowance, Landlord shall so notify Tenant, submitting such estimate and Landlord's calculation of the excess. Any changes in the Space Plans or Working Drawings shall be at Tenant's sole cost and expense, both as to professional fees and cost of materials and labor. Concurrently with implementing any changes in the Space Plans and/or Working Drawings requested by Tenant, Landlord shall prepare and submit to Tenant a written estimate of the cost required by the changes. In the event that the aggregate cost of the Tenant Improvements is less than the Tenant Allowance, Tenant may apply the balance towards the cost of monument signage described in Section XXXV.G. of the Lease and, if any balance remains thereafter, to the next payments of Monthly Rental due under the Lease until such balance is exhausted. Landlord may credit against the Tenant Allowance all costs incurred in connection with the Tenant Improvements, at including without limitation costs of preparing the Space Plans and the Working Drawings, including fees of professionals such as space planners, architects and engineers, permit fees, construction cost shown management fees, profit and general conditions and other costs payable to Landlord's general contractor for the Tenant Improvements and all hard construction costs. If Tenant approves any such estimate, it shall pay Landlord the full amount of such estimate within seven (7) days after receipt of the estimate. If Tenant shall fail to pay any estimate in full within such seven (7) day period, Tenant shall be deemed to have disapproved the Final Cost Estimate (subject to increases for estimate, and Landlord approved Changes and as otherwise provided in this Work Letter), in accordance shall not proceed with final Working Drawings and Specifications approved by both the Tenant Improvements affected thereby. Landlord and Tenant shall thereafter cooperate to amend the plans and specifications for the Premises as necessary to obtain Tenant. B. Landlord shall pay up to $398,300.00, based on $7.00 per rentable square foot 's approval of the Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward approved Tenant Improvements, and any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost cost of the Tenant Improvement Work is less than Improvements of implementing the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contributionchanges requested by Tenant; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information resulting from such amendments and Tenant shall be liable for the delay in completing the Tenant Improvements and the amountincreased costs in completing the affected Tenant Improvements, if any, by which aggregate Completion Cost for resulting from such delay. In the event the premises are a portion of a larger premises or any portion of the Premises is a portion of a larger premises, the Tenant Improvement Work exceeds Improvements shall include, and the Landlord’s Maximum Contribution Tenant Allowance shall be applied to cover, any and Landlord’s Amortizing Contribution that Tenant elects to utilize. The amounts all costs and expenses, including professional and construction management fees, incurred or required to be paid by Landlord to reconstitute the premises of which the Premises (or a portion thereof) are a part as separate premises (including without limitation separation of HVAC and electrical and repair or replacement of wall and/or floor coverings or treatments). In addition, the cost of the changes requested by Tenant which are to be Paid by Tenant as set forth above shall include (i) the contractor's charges and (ii) a fee to defray Landlord's overhead and indirect costs in coordinating all work, which fee shall equal five percent (5%) of the total cost of construction of the additional work. Upon completion by Landlord of the Tenant Improvements, Landlord shall determine the actual final cost of the work for the Premises to be paid for by Tenant in accordance herewith and shall submit a written statement of such amount to Tenant. If the estimate previously paid by Tenant for such work exceeds the actual cost of such work, such excess shall be credited by Landlord against the next rental coming due under the Lease. If the actual cost of such work exceeds the estimate therefor previously paid by Tenant, then Tenant Improvements pursuant to this Section II.C. are sometimes cumulatively referred to herein as the “Tenant’s Contribution”shall pay such excess in full within ten (10) days of receipt of Landlord's invoice therefor.

Cost of Tenant Improvements. A. a. Landlord shall complete, or cause pay the cost of the Tenant Improvements to be completedmade pursuant to the Space Plans, up to a total amount (inclusive of all architectural, engineering, space planning, construction management, permitting and other fees of Landlord in connection therewith) of $25.00 per square foot of Rentable Area (one million three hundred seventy-five and 00/100 dollars ($1,375,000.00); the "Tenant Allowance"). Tenant shall be responsible for any excess of the costs of Landlord's Work over the Tenant Allowance and, subject to Section 4.f. below, for the cost of the Data Center Improvements. b. Costs incurred by Landlord in constructing the new common area lobby on the first floor of the Building shall be Landlord's responsibility and shall not be reimbursed to Landlord from the Tenant Allowance. c. Costs incurred by Landlord in delivery of utilities to the existing equipment in the equipment room for the Building from which such systems are distributed to tenant(s) of the Building shall be Landlord's responsibility and shall not be reimbursed to Landlord from the Tenant Allowance. d. In the event that the estimated costs of the Tenant Improvements exceed the Tenant Allowance, Landlord shall so notify Tenant, submitting such estimate and Landlord's calculation of the excess. Tenant shall approve or disapprove the estimate in writing within seven (7) days of receipt of the same. Any notice of disapproval shall specify the reasons therefor. Tenant's failure to respond, in writing, to the estimate within such seven (7) day period shall be deemed approval of the estimate. If Tenant shall fail to approve any estimate in full within such seven (7) day period, Tenant shall be deemed to have disapproved the estimate, and Landlord shall not proceed with any Landlord's Work affected thereby. Landlord and Tenant shall thereafter cooperate to amend the plans and specifications for the Premises as necessary to obtain Tenant's approval of the cost of the Tenant Improvements, at the construction cost shown in the Final Cost Estimate (subject to increases for Landlord approved Changes and as otherwise provided in this Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. B. Landlord shall pay up to $398,300.00, based on $7.00 per rentable square foot of the Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward approved Tenant Improvements, and any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost of the Tenant Improvement Work is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information resulting from such amendments and Tenant shall be liable for the delay in completing the Tenant Improvements and the amountincreased costs in completing the affected Tenant Improvements, if any, by which aggregate Completion Cost for in excess of the Tenant Improvement Work exceeds Allowance resulting from such delay. In addition, the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that cost of the changes requested by Tenant elects to utilize. The amounts which are to be paid by Tenant for as set forth herein shall include the contractor's charges and the construction management fee based on the total cost of construction of any additional Landlord's Work in excess of the Tenant Allowance. If Tenant approves any such estimate, it shall pay Landlord the amount of such estimate on account of Landlord's Work on a prorated basis as set forth in "Over Tenant Allowance Payment Schedule", Section 6. e. Landlord may credit against the Tenant Allowance (i.e., reduce the outstanding balance of the Tenant Allowance by) all costs incurred by Landlord in connection with the Tenant Improvements (excluding fees of engineers, space planners or architects hired by Landlord); permit fees; a construction management fee of five percent (5%) based on the total cost of Landlord's Work (which will be paid to an affiliate of Landlord, ARES, for construction management services rendered by ARES), profit and general conditions and other costs payable to reimburse to ARES actual costs incurred by ARES in connection with Landlord's Work and all hard construction costs. f. In the event that there is any excess of the Tenant Allowance after Landlord completely reconciles the cost of Landlord's Work and any other costs permitted by Landlord to be applied against the Tenant Allowance pursuant to Section 4.e. above, then Landlord shall so notify Tenant, and Tenant may request Landlord to disburse the balance of the Tenant Allowance to Tenant to cover actual, out-of-pocket costs incurred by Tenant in connection with the Tenant Improvements, including without limitation, costs of preparing the Space Plans and Working Drawings; fees and reimbursable expenses of professionals such as telephone/data consultants, mechanical, electrical, plumbing and structural engineers, permit fees and all hard construction costs including demountable full height walls and systems furniture and exterior Building identification signage. Disbursement of the balance, if any, of the Tenant Allowance pursuant to this subsection f. (the "Excess Allowance") shall be made by Landlord to Tenant upon Tenant's written request therefor and upon the last to occur of the following: (A) submission by Tenant to Landlord of a detailed list of improvements paid for with the Excess Allowance, (B) submission by Tenant to Landlord of (i) a copy of a Notice of Completion with respect to the Tenant's Work showing thereon the recording stamp of the Los Angeles County Recorder, (ii) evidence reasonably satisfactory to Landlord that all of Tenant's Work has been paid in full and that no claim of any mechanic or materialman may become a lien on the Premises and (iii) a copy of the inspection card for Tenant's Work with all final signatures complete, (C) completion of all punch-list items for Tenant's Work and (D) the expiration (without filing of a claim) of the applicable period within which a lien may be filed pursuant to California Civil Code Section II.C. 3114 ET SEQ.; provided, however, that in no event shall Landlord be required to pay the Excess Allowance or any portion thereof until and unless Tenant is not then in default pursuant to the Lease. Landlord shall be entitled to all tax benefits in connection with the allowed costs covered by the Tenant Allowance, including without limitation the Excess Allowance. Any application by Tenant for payment of the Excess Allowance shall be accompanied by documentary evidence reasonably satisfactory to Landlord as to the amount so requested by Tenant (including without limitation a detailed breakdown of any amount applied for on account of the construction contract for the Data Center), and by conditional liens executed by Tenant and its contractors or subcontractors in favor of Landlord in the amount of the installment to be paid by Landlord with respect to any permanent improvements covered thereby. As and when progress payments are sometimes cumulatively referred made by Tenant with respect to herein as Tenant's Work, Tenant shall obtain, from each person furnishing labor or material with respect to Tenant's Work, unconditional waivers and releases of lien claims in the “forms required by California Civil Code Section 3262. All of Tenant’s Contribution”'s Work shall comply with all applicable governmental requirements. g. Upon completion by Landlord of Landlord's Work, Landlord shall determine the actual final cost of the work for the Premises to be paid for by Tenant in accordance with Section 4.d. above and shall submit a written statement of such amount to Tenant. If the estimate previously paid by Tenant for such work exceeds the actual cost of such work, such excess shall be credited by Landlord against the next rental coming due under the Lease. If the actual cost of such work exceeds the estimate therefor previously paid by Tenant, then Tenant shall pay such excess in full within ten (10) days of receipt of Landlord's invoice therefor.

Cost of Tenant Improvements. A. [IF APPLICABLE: Landlord shall completeprovide at its sole cost and expense the Landlord’s Work described in Addendum 4 on the terms and conditions provided in such Addendum.] [OR IF APPLICABLE: Landlord will perform Landlord’s Work at Tenant’s cost and expense, or cause provided that Landlord shall contribute toward the cost of Landlord’s Work the Tenant Improvement Allowance (as defined below) in accordance with the terms of Addendum 4, to be completedapplied towards the actual hard and soft costs incurred by Landlord in connection with permanently affixed improvements made to the Premises (including the cost of all architectural and engineering fees, licenses and permits in connection therewith, but not including costs of telecommunications and furniture installation).] [OR, if Tenant constructs its Tenant Improvements: Tenant shall provide at its sole cost and expense the Tenant ImprovementsImprovements described in Addendum 4 on the terms and conditions set forth herein and as provided in Addendum 4. [IF APPLICABLE: Landlord shall provide to Tenant a Tenant Improvement Allowance of Dollars ($ ) per square foot (the “Tenant Improvement Allowance”) to be applied towards the actual costs [AS APPLICABLE: incurred by Landlord in performing the Landlord’s Work, at the construction cost shown as is provided in the Final Cost Estimate Work Agreement. Tenant shall pay any Excess Costs (subject defined in the Work Agreement) above the amount of the Tenant Improvement Allowance to increases for Landlord approved Changes within the time period and as otherwise provided for in this the Work Letter), in accordance with final Working Drawings and Specifications approved by both Landlord and Tenant. B. Landlord shall pay up to $398,300.00, based on $7.00 per rentable square foot of the Premises ("Landlord's Maximum Contribution"), of the final “Completion Cost” (as defined below). Tenant acknowledges that the Landlord's Maximum Contribution is intended only as the maximum amount Landlord will pay toward approved Tenant Improvements, and any partitions, modular office stations, fixtures, cabling, furniture and equipment requested by Tenant are in no event subject to payment as part of Landlord’s Contribution. In the event the Completion Cost of the Tenant Improvement Work is less than the Landlord’s Maximum Contribution, Landlord’s actual contribution toward the Completion Cost ("Landlord's Contribution") shall equal such lesser amount, and Tenant shall have no right to receive any credit, refund or allowance of any kind for any unused portion of the Landlord's Maximum Contribution nor shall Tenant be allowed to make revisions to an approved Preliminary Plan, Working Drawings and Specifications or request a Change in an effort to apply any unused portion of Landlord's Maximum Contribution. In addition to the Landlord’s Maximum Contribution, Landlord shall make available to Tenant an amount not to exceed $284,500.00 (the “Landlord’s Amortizing Contribution”), based on $5.00 per rentable square foot of the Premises, to be utilized towards the Completion Cost. Tenant shall elect in writing whether or not to use the Landlord’s Amortizing Contribution prior to the commencement of the Tenant Improvement Work. The Landlord’s Amortizing Contribution shall be subject to the limitations and restrictions provided in this Work Letter for applications of the Landlord’s Contribution; provided, however, that any portion of the Landlord’s Amortizing Contribution funded by Landlord towards the Completion Cost shall be amortized over the 60-month Term of the Lease as extended by this Amendment using an interest factor of 7% per annum, and the Basic Rent payable during the 60 months of the Lease Term as extended by this Amendment shall be increased by said amortized payments, retroactive to May 1, 2015. Upon request by Landlord, the amount of such rental adjustment shall be memorialized on a form provided by Landlord. In the event that the amount of the rental adjustment is finally determined subsequent to May 1, 2015, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. C. Tenant shall pay any costs due to inaccurate or incomplete Programming Information and the amount, if any, by which aggregate Completion Cost for the Tenant Improvement Work exceeds the Landlord’s Maximum Contribution and Landlord’s Amortizing Contribution that Tenant elects to utilize. The amounts to be paid Agreement] [OR IF APPLICABLE: incurred by Tenant for the Tenant Improvements pursuant to this Section II.C. are sometimes cumulatively referred the terms and conditions provided for, and as specified, in the Work Agreement. Landlord shall disburse the Tenant Improvement Allowance to herein Tenant upon completion of the Tenant Improvements and upon Landlord’s receipt of final lien releases from all parties who performed the Tenant Improvements and all other documentation required to be submitted by Tenant for Close-Out as provided for and in accordance with the terms and conditions of the Work Agreement. In order to receive disbursement of the Tenant Improvement Allowance, Tenant shall deliver to Landlord a written request for disbursement of the Tenant Improvement Allowance (or portions thereof) (a “Tenant’s ContributionRequest for Disbursement”), which Request for Disbursement shall (A) specify the amount of Tenant Improvement costs incurred during completion of the Tenant Improvements and reasonable substantiation of payment by Tenant of the same, and (B) itemize the actual cost to Tenant of materials, labor and other services involved in connection with the Tenant Improvement work for which the reimbursement is requested. Any unused portion of the Tenant Improvement Allowance that is not claimed within twelve (12) months from the Delivery Date shall revert to and become the sole property of Landlord, and Tenant shall have no further right to such portion.]