Common use of Disbursement of the Improvement Allowance Clause in Contracts

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process provided below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”): (i) payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the Improvements, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (ii) the cost of permits, inspections, and construction supervision fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”); (v) the cost of cabling (it being agreed that Tenant may apply for reimbursement of telecommunications/data wiring with respect to the Improvement Allowance only); (vii) the “Landlord Coordination Fee”, as that term is defined in Section 4.3 of this Tenant Work Letter; (vii) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below. However, in no event shall more than $1,999,164.40 (calculated as fifteen percent (15%) of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenant. In no event shall the Improvement Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rent. During the construction of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s 's disbursement process provided below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “"Improvement Allowance Items”"): (i) payment of the fees of the “"Architect” " and the “"Engineers,” " as those terms are defined in Section 3.1 3A of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 3A of this Tenant Work Letter; (ii) the cost of permits, inspections, permits and construction supervision fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “"Code”"); and (v) the cost of cabling (it being agreed that Tenant may apply for reimbursement of telecommunications/data wiring with respect to the Improvement Allowance only); (vii) the “"Landlord Coordination Fee”", as that term is defined in Section 4.3 4C of this Tenant Work Letter; (vii) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below. However, in no event shall more than Three and 00/100 Dollars ($1,999,164.40 (calculated as fifteen percent (15%3.00) per usable square foot of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenant. In no event shall the Improvement Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rent. During the construction of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):follows.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s 's disbursement process provided below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”"IMPROVEMENT ALLOWANCE ITEMS "): (i) payment of the fees of the “"Architect” " and the “"Engineers,” " as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with and of other engineers and consultants which Tenant may reasonably require for the design and construction of the Improvements, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors Improvements (including, without limitation, project manager lighting, acoustic and construction managerergonomic consultants), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-out of pocket fees incurred by, and the actual, out-of-out of pocket cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (ii) the cost of permitsplan check, inspectionspermit, license fees and construction supervision feesfees relating to the construction of the Improvements; (iii) the cost of construction of the Improvements, including, without limitation, testing and inspection costs, trash removal costs, and contractors' fees and general conditions (provided, however, the Contractor and any subcontractors shall not be charged for parking); (iv) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; (ivv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”"CODE "); (vvi) the cost fees of cabling (it being agreed that any project manager retained by Tenant may apply for reimbursement to supervise the construction of telecommunications/data wiring with respect to the Improvement Allowance only)Improvements; and (vii) the “"Landlord Coordination Fee”", as that term is defined in Section 4.3 of this Tenant Work Letter; (vii) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below. However, in no event shall more than Three and 00/100 Dollars ($1,999,164.40 (calculated as fifteen percent (15%3.00) per usable square foot of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenant. In no event shall the Improvement deemed to constitute an Over-Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rentAmount. During the construction of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):follows.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process as provided below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements below for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “"Improvement Allowance Items”"): (ia) payment of the fees of the “Architect” Architect and the “Engineers,” , as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, Landlord and and/or Landlord’s 's consultants in connection with the preparation and review of the “Construction Drawings,” , as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (iib) the cost payment of permitsplan check, inspections, permit and license fees relating to construction supervision feesof the Improvements; (iiic) the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings or are otherwise required by law as a result of the Base Building Construction Drawingsconstruction of the Improvements, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; (ivd) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes code or any other governmental law or regulation (the “collectively, "Code”"); and (ve) the cost of cabling (it being agreed that Tenant may apply for reimbursement of telecommunications/data wiring with respect sales and use taxes and Title 24 fees. Subject to the Improvement Allowance only); (vii) the “Landlord Coordination Fee”, as that term is defined in Section 4.3 provisions of this Tenant Work Letter; , Landlord will disburse to Tenant, within ten (vii10) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement business days following satisfaction of the Construction Schedule conditions below, a check in an amount equal to the extent that Section 1.8 permits reimbursement lesser of (i) the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below. However, in no event shall more than $1,999,164.40 (calculated as fifteen percent (15%) cost of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i) Items and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenant. In no event shall the Improvement Allowance Allowance, following the completion of construction of the Improvements, provided that (a) Tenant delivers to Landlord evidence, reasonably acceptable to Exhibit 10.24 Landlord, of the lien-free completion of the Improvements and a copy of Tenant’s recorded, valid "Notice of Completion," together with evidence that Tenant has delivered written notice, in accordance with California Civil Code Section 3259.5, of the recordation of the Notice of Completion to Tenant’s general contractor and any other person or Base Building Allowance be used for entity that provided Landlord or Tenant with a preliminary 20-day notice, (b) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the structure or exterior appearance of the Building, or any relocation costsother tenant's use of such other tenant's leased premises in the Building, furniture(c) the Architect delivers to Landlord a certificate, fixtures and equipment or holdover rent. During in a form reasonably acceptable to Landlord, certifying that the construction of the Improvements in the Premises has been substantially completed in accordance with the Approved Working Drawings, (d) Tenant delivers to Landlord “as-built” drawings for the Improvements, and Base Building Improvements(e) Tenant is not then in Default under this Lease and there exists no circumstance that with the passage of time, or notice from Landlord, would constitute a Default under this Lease. In addition to the provisions contained herein, Landlord shall make monthly disbursements have no obligation to disburse to Tenant any portion of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance until such time that Tenant has published its annual Form10- K filing which (1) indicates Tenant has refinanced its current debt liability and has reclassified such debt as the case may bea long term liability, and (2) for Improvement Allowance Items for the benefit of contains an auditor’s opinion that Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):is a going concern.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s 's disbursement process provided below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”"IMPROVEMENT ALLOWANCE ITEMS"): (i) payment of the fees of the “"Architect” " and the “"Engineers,” " as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; , (ii) the cost of permits, inspections, permits and construction supervision fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”"CODE"); and (v) the cost of cabling (it being agreed that Tenant may apply for reimbursement of telecommunications/data wiring with respect to the Improvement Allowance only); (vii) the “"Landlord Coordination Fee”, ," as that term is defined in Section 4.3 of this Tenant Work Letter; (vii) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below. However, in no event shall more than $1,999,164.40 (calculated as fifteen percent (15%) 3.00 per usable square foot for the Expansion Space and $1.50 per usable square foot for the Existing Premises of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenant. In no event shall the Improvement deemed to constitute an Over-Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rentAmount. During the construction of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):follows.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s 's standard draw cycle and disbursement process provided below) process, substantially similar to Tenant (or at Landlord’s election, to Contractor) that followed with respect to the Improvements and to Landlord (by deduction) with respect construction of improvements pursuant to the Base Building Improvements Third Amendment) for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”"IMPROVEMENT ALLOWANCE ITEMS"): (i) payment of the fees of the “"Architect” " and the “"Engineers,” " as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with and of other engineers and consultants which Tenant may reasonably require for the design and construction of the Improvements, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors Improvements (including, without limitation, project manager lighting, acoustic and construction managerergonomic consultants), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-out of pocket fees incurred by, and the actual, out-of-out of pocket cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (ii) the cost of permitsplan check, inspections, permit and license fees relating to construction supervision feesof the Tenant Improvements; (iii) the cost of construction of the Improvements, including, without limitation, testing and inspection costs, trash removal costs, and contractors' fees and general conditions (provided, however, the Contractor and any subcontractors shall not be charged for parking); (iv) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; (ivv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”"CODE"); (vvi) the cost fees of cabling (it being agreed that any project manager retained by Tenant may apply for reimbursement to supervise the construction of telecommunications/data wiring with respect to the Improvement Allowance only)Improvements; and (vii) the “"Landlord Coordination Supervision Fee”", as that term is defined in Section 4.3 4.3.2 of this Tenant Work Letter; (vii) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below. However, in no event shall more than Three and 00/100 Dollars ($1,999,164.40 (calculated as fifteen percent (15%3.00) per usable square foot of the Tenant Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenant. In no event shall the Improvement deemed to constitute an Over-Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rent. During the construction of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):Amount.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process provided described below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”): (i) payment of the fees of the “Architect,” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlordand Tenant’s architect project manager, and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, outthird-of-pocket party fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, by Landlord and Landlord’s consultants in connection with the preparation and third party review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter(if necessary); (ii) the cost of permits, inspections, and construction supervision fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”); (v) [***] percent ([***]%) of the cost of cabling the Demising Work as described in Section 1 above, and (it being agreed that Tenant may apply for reimbursement vi) up to [***] Dollars ($[***]) per rentable square foot of telecommunications/data wiring with respect to the Improvement Allowance only); and/or Tenant’s Contribution may be used for costs for furniture, furniture systems, cabling, phone systems and other trade fixtures used by Tenant in the Premises including, without limitation, cubicles (viicollectively, “FF&E”) and for cost of moving to the Premises (collectively, “Landlord Coordination FeeMiscellaneous Costs”, as that term is defined in Section 4.3 of this Tenant Work Letter; (vii) all actual costs incurred by Landlord and as a result of credit against Tenant’s request obligations to modify pay Basic Rental under the Construction Schedule pursuant to Section 1.8 above after mutual agreement Lease commencing with the thirty seventh (37th) full calendar month of the Construction Schedule Term, provided that (A) Tenant shall not be entitled to such credit if Tenant is then in monetary default under the extent that Section 1.8 permits reimbursement of the sameLease, and (viiiB) all actual out-of-pocket expenses incurred by Landlord as a direct result maximum of Tenant’s performance [***] Dollars ($[***]) per rentable square foot of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below[***] Dollars ($[***]) per rentable square foot total amount may be used as such credit against Basic Rental. HoweverIn addition, in no event shall more than [***] Dollars ($1,999,164.40 (calculated as fifteen percent (15%[***]) per rentable square foot of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the aggregate cost of items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid for by Tenant. In no event shall the Improvement Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rent. During the construction Tenant as part of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Over-Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):Amount.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process provided belowprocess) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”): (i) payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, actual out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (ii) the cost of permits, inspections, and construction supervision fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or (other than changes located in the Base Common Areas of the Building Construction Drawingswhich are required to comply with current Code requirements and triggered solely by the Improvements); (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”); and (v) the cost of cabling (it being agreed that Tenant may apply for reimbursement of telecommunications/data wiring with respect to the Improvement Allowance only); (vii) the “Landlord Coordination Fee”, as that term is defined in Section 4.3 4.3.2 of this Tenant Work Letter; (vii) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below. However, in no event shall more than Three and 00/100 Dollars ($1,999,164.40 (calculated as fifteen percent (15%3.00) per usable square foot of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the aggregate cost of items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenantdeemed to constitute an Over-Allowance Amount. In addition, in no event shall more than Five and 00/100 Dollars ($5.00) per usable square foot of the Improvement Allowance or Base Building Allowance be used for any relocation costs, the aggregate cost for furniture, fixtures fixtures, and equipment or holdover rent. During the construction telephone and data cabling; any additional amount incurred as a result of the Improvements and Base Building Improvements, Landlord such expenditures shall make monthly disbursements of the Improvement be deemed to constitute an Over-Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):Amount.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process provided below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”): (i) payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” Final Space Plan, Final Working Drawings and Approved Working Drawings as that term is those terms are defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (ii) the cost of permitspermits (including the Permits [as defined below]), inspections, and construction supervision fees (provided Landlord is not charging a construction supervision fee) and any security/key card system fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”); (v) costs for Tenant to install cabling in the cost Premises EXHIBIT “D” -1- and/or to retain the services of cabling Xxxxxxxxx Xxxxxxxx of CB Xxxxxxx Xxxxx to act as construction supervisor for Tenant and (it being agreed that Tenant may apply vi) costs (collectively, “Miscellaneous Costs”) of purchase and installation of furniture for reimbursement of telecommunications/data wiring with respect to the Improvement Allowance only); (vii) the “Landlord Coordination Fee”, as that term is defined in Section 4.3 of this Tenant Work Letter; (vii) all actual Premises and costs incurred by Landlord as a result of Tenant’s request Tenant to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule move its personal property (including equipment and trade fixtures) to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 belowPremises. However, in no event shall more than Eight and 00/100 Dollars ($1,999,164.40 (calculated as fifteen percent (15%8.00) per rentable square foot of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i), (ii) and (iiv) aboveabove nor shall more than Seven and 00/100 Dollars ($7.00) per rentable square foot of the Improvement Allowance be used for Miscellaneous Costs; any additional amount incurred as a result of (i), (ii) and (iiv) above or Miscellaneous Costs (as applicable) shall be paid by Tenant. In no event shall the Improvement Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rent. During the construction of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows. Landlord shall not charge Tenant any type of review fee, supervisory fee or construction fee in connection with the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):Tenant Improvements.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set ----------------------------------------- forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process provided below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements this Section 2.2 for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “"Improvement Allowance Items”Items "): (i) payment of the fees of the “"Architect” " and the “"Engineers,” " as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (ii) the cost of permits, inspections, and construction supervision fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; and (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “"Code”"); (v) the cost of cabling (it being agreed that Tenant may apply for reimbursement of telecommunications/data wiring with respect to the Improvement Allowance only); (vii) the “Landlord Coordination Fee”, as that term is defined in Section 4.3 of this Tenant Work Letter; (vii) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 below. However, in no event shall more than $1,999,164.40 (calculated as fifteen percent (15%) of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenant. In no event shall the Improvement Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rent. During the construction of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):follows. EXHIBIT "B" - Page 1 Initials: _________ _________

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s reasonable disbursement process provided belowprocess) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”): (i) payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, actual out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (ii) the cost of permits, inspections, and construction supervision fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or (other than changes located in the Base Common Areas of the Building Construction Drawingswhich are required to comply with current Code requirements and triggered solely by the Improvements, which changes shall be paid for by Landlord at its sole cost and expense); (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”); (v) the cost of cabling (it being agreed that Tenant may apply for reimbursement of telecommunications/data wiring with respect to the Improvement Allowance only); (vii) the “Landlord Coordination Fee”, as that term is defined in Section 4.3 4.3.2 of this Tenant Work Letter; (vii) all actual costs incurred by Landlord as a result of Tenant’s request to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule to the extent that Section 1.8 permits reimbursement of the same, and (viiivi) all actual out-of-pocket expenses incurred by Landlord as a direct result the cost of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms acquiring and conditions of Section 4.3 belowinstalling computer and telephone data cabling and wiring. However, in no event shall more than Three and 00/100 Dollars ($1,999,164.40 (calculated as fifteen percent (15%3.00) per rentable square foot of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the aggregate cost of items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid by Tenantdeemed to constitute an Over-Allowance Amount. In addition, in no event shall more than Five and 00/100 Dollars ($5.00) per rentable square foot of the Improvement Allowance or Base Building Allowance be used for the aggregate cost for telephone and data cabling; any relocation costs, furniture, fixtures and equipment or holdover rent. During the construction additional amount incurred as a result of the Improvements and Base Building Improvements, Landlord such expenditures shall make monthly disbursements of the Improvement be deemed to constitute an Over-Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant in the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):Amount.

Disbursement of the Improvement Allowance. Except as set forth in Section 1.2 above and as otherwise set forth in this Tenant Work Letter, the Improvement Allowance and Base Building Allowance, as the case may be, shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process provided below) to Tenant (or at Landlord’s election, to Contractor) with respect to the Improvements and to Landlord (by deduction) with respect to the Base Building Improvements for the actual costs related to the design and construction of the Improvements and/or the Base Building Improvements and for the following items and costs associated with each respectively (collectively, the “Improvement Allowance Items”): (i) payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter in connection with design of the ImprovementsLetter, payment of fees to Landlord’s architect and contractor in connection with design of the Base Building Improvements, payment of fees to consultants and other contractors (including, without limitation, project manager and construction manager), and, subject to the terms and conditions of Section 4.3 below, payment of the actual, out-of-pocket fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” Final Space Plan, Final Working Drawings and Approved Working Drawings as that term is those terms are defined in Section 3.1 of this Tenant Work Letter or the “Base Building Construction Drawings,” as that term is defined in Section 1.5 of this Tenant Work Letter; (ii) the cost of permitspermits (including the Permits [as defined below]), inspections, and construction supervision fees (provided Landlord is not charging a construction supervision fee) and any security/key card system fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings or the Base Building Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements (or the Base Building Construction Drawings or the Base Building Improvements as the case may be) required by applicable building codes (the “Code”); (v) costs for Tenant to install cabling in the cost Premises EXHIBIT “D” and/or to retain the services of cabling Xxxxxxxxx Xxxxxxxx of CB Xxxxxxx Xxxxx to act as construction supervisor for Tenant and (it being agreed that Tenant may apply vi) costs (collectively, “Miscellaneous Costs”) of purchase and installation of furniture for reimbursement of telecommunications/data wiring with respect to the Improvement Allowance only); (vii) the “Landlord Coordination Fee”, as that term is defined in Section 4.3 of this Tenant Work Letter; (vii) all actual Premises and costs incurred by Landlord as a result of Tenant’s request Tenant to modify the Construction Schedule pursuant to Section 1.8 above after mutual agreement of the Construction Schedule move its personal property (including equipment and trade fixtures) to the extent that Section 1.8 permits reimbursement of the same, and (viii) all actual out-of-pocket expenses incurred by Landlord as a direct result of Tenant’s performance of the Improvements or the Base Building Improvements subject to the terms and conditions of Section 4.3 belowPremises. However, in no event shall more than Eight and 00/100 Dollars ($1,999,164.40 (calculated as fifteen percent (15%8.00) per rentable square foot of the Improvement Allowance) or more than $150,000.00 of the Base Building Allowance (calculated as fifteen percent (15%) of the Base Building Allowance) be used for the items described in (i), (ii) and (iiv) aboveabove nor shall more than Seven and 00/100 Dollars ($7.00) per rentable square foot of the Improvement Allowance be used for Miscellaneous Costs; any additional amount incurred as a result of (i), (ii) and (iiv) above or Miscellaneous Costs (as applicable) shall be paid by Tenant. In no event shall the Improvement Allowance or Base Building Allowance be used for any relocation costs, furniture, fixtures and equipment or holdover rent. During the construction of the Improvements and Base Building Improvements, Landlord shall make monthly disbursements of the Improvement Allowance and/or monthly deductions from the EXHIBIT D” Base Building Allowance (as the case may be) for Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows. Landlord shall not charge Tenant any type of review fee, supervisory fee or construction fee in connection with the case of the Improvement Allowance and shall authorize deductions in the case of the Base Building Allowance, as follows (it being agreed that the following provisions shall apply separately but in the same manner as it relates to the disbursement of the Improvement Allowance or deductions from the Base Building Allowance, as applicable and otherwise mutatis mutandis):Tenant Improvements.