Common use of Improvement Allowance Items Clause in Contracts

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and “Engineers” (as those terms are defined in Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s reasonable disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter) , and other consultants (including any construction manager) retained by or on behalf of Tenantthird party project managers, in connection with space planning and design of which fees shall, notwithstanding anything to the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items contrary contained in this Section 2.2.1.1 Work Letter, not exceed an aggregate amount equal to Seven Six and 50/100 00/100 Dollars ($7.506.00) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction and payment of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 DocumentsDrawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, provided howeverpermit and license fees relating to construction of the Improvements; 2.2.1.3 The cost of construction of the Improvements, no such including, without limitation, testing and inspection costs, hoisting and trash removal costs, and contractors’ fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for and general conditions; 2.2.1.4 The cost of any changes in the Base BuildingBuilding when such changes are required by the Construction Drawings, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.2.1.9 2.2.1.5 The cost of any changes to the Construction Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes; and 2.2.1.8 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements, but only to the extent such costs have previously and reasonably been approved by Tenant. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Improvement Allowance Landlord TI Amount and the Tenant TI Amount shall be disbursed or reimbursed, as applicable, by Landlord only for the following items and costs and(collectively, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 2.4.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Tenant Work Letter) Letter and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Tenant Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.4.1.3 The cost of construction of the Tenant Improvements, including, without limitation, all materials contractors’ fees and labor to complete the Improvementsgeneral conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.4.1.4 The cost of performing any changes to in the Base Building Base, Shell and Core work when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.4.1.5 The cost of any changes to the Construction Documents Drawings or Tenant Improvements required by all applicable laws and building codes (the collectively, “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management 2.4.1.6 Sales and access control systems use taxes and for chilled water hook-up Title 24 fees, if applicable; 2.2.1.6 2.4.1.7 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.2 of this Tenant Work Letter; 2.2.1.7 Sales 2.4.1.8 The costs and use taxes expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24 fees24, gross receipts taxes and including, without limitation, all costs associated with any other taxes imposed on lighting or pertaining to construction of the Improvements;HVAC retrofits required thereby; and 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 2.4.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Tenant Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s reasonable disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter) , and other consultants (including any construction manager) retained by or on behalf of Tenantthird party project managers, in connection with space planning and design of which fees shall, notwithstanding anything to the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items contrary contained in this Section 2.2.1.1 Work Letter, not exceed an aggregate amount equal to Seven Six and 50/100 00/100 Dollars ($7.506.00) per rentable square foot of the Expansion Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction and payment of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 DocumentsDrawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, provided howeverpermit and license fees relating to construction of the Improvements; 2.2.1.3 The cost of construction of the Improvements, no such including, without limitation, testing and inspection costs, hoisting and trash removal costs, and contractors’ fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for and general conditions; 2.2.1.4 The cost of any changes in the Base BuildingBuilding when such changes are required by the Construction Drawings, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.2.1.9 2.2.1.5 The cost of any changes to the Construction Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes; and 2.2.1.8 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements, but only to the extent such costs have previously and reasonably been approved by Tenant. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter) , which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to $3.50 per usable square foot of the Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and ▇▇▇▇▇▇▇▇’s consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements;taxes; and 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to the disbursement process described in this Work Letter, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of which fees shall, notwithstanding anything to the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items contrary contained in this Section 2.2.1.1 Work Letter, not exceed an aggregate amount equal to Seven Two and 50/100 Dollars ($7.502.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 DocumentsDrawings,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable 2.2.1.2 The payment of plan check, permit and actual out-of-pocket costs expended by Landlord, upon prior notice license fees relating to Tenant, in connection with the construction of the Improvements.; 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and 2.2.1.3 The cost of construction of the Improvements which are (i) Improvements, including, without limitation, Tenant’s testing and inspection costs, hoisting and trash removal costs at the obligation of rate customarily charged by Landlord for such additional services, and contractors’ fees and general conditions incurred by Tenant under the Contract (as defined below); 2.2.1.4 The cost of any changes in the Base Building when such changes are required by the Construction Drawings, such cost to include all direct architectural and/or engineering fees and expenses incurred by Tenant in connection therewith; 2.2.1.5 The cost of any changes to the Construction Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.1 of this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance; and 2.2.1.7 Sales and use taxes.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and “Engineers” (as those terms are defined in Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the ImprovementsImprovements (excluding Specialty Alterations), including, without limitation, all materials and labor to complete the ImprovementsImprovements (excluding Specialty Alterations), testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements (excluding Specialty Alterations) which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process as set forth in this Section 2.2, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter) , which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to $3.50 per usable square foot of the Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvementstaxes; 2.2.1.8 Payment The cost of installing cabling in the Premises, which costs shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to $3.00 per usable square foot of the reasonable out-of-pocket fees incurred by, and the reasonable out-of-pocket cost of documents and materials supplied by, Premises; and 2.2.1.9 All other costs to be expended by Landlord and Landlord’s consultants as set forth elsewhere in connection with the preparation and review this Work Letter (which costs shall not be duplicative of the “Construction Documents,” services provided by Landlord as that term is defined set forth in Section 3.1 4.2.2.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, ) in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Tenant Improvements and for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and “Engineers” (as those terms are defined in Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the The hard cost of construction of the Tenant Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.2 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), provided that such cost to shall not include all direct any architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.3 The cost of any changes to the Construction Documents or Tenant Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 2.2.1.4 The cost of the “Coordination Landlord Supervision Fee,” as that term is defined in Section 4.2.2 of this Tenant Work Letter;; and 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any 2.2.1.5 All other taxes imposed on costs required or pertaining to construction of allowed by the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 terms of this Tenant Work Letter, provided however, no such fees or costs shall apply Letter to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Tenant Improvements. 2.2.1.10 Any costs and/or expenses incurred . Tenant expressly acknowledges and agrees that no portion of the Improvement Allowance may be used for any “soft costs” in connection with the design, permitting and or construction of the Improvements Tenant Improvements, which are soft costs shall include, without limitation, (i) payment of the obligation fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from payment of plan check, permit and license fees relating to construction of the Improvement AllowanceTenant Improvements, and (iii) the cost of any of Tenant’s furniture, fixtures or equipment.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Tenant Improvements and for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Tenant Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements and the ; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements, and the cost of installing and purchasing Tenant’s voice and data cabling (the Tenant Improvements (but Allowance Items set forth in no event shall disbursements of the Improvement Allowance for all of the foregoing items Section 2.2.1.1, above, and in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of 2.2.1.2, shall, collectively, be known as the Premises“Soft Costs”); 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Tenant Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Tenant Work Letter;; and 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any All other taxes imposed on costs required or pertaining to construction of allowed by the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 terms of this Tenant Work Letter, provided however, no such fees or costs shall apply Letter to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Tenant Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Improvement Allowance Allowances shall be disbursed by Landlord only (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Improvements for the applicable suite and for the following items and costs and(collectively, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment ): (i) payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 3 of this Tenant Work Letter) , and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design payment of the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 DocumentsDrawings,” as that term is defined in Section 3.1 3 of this Tenant Work Letter; (ii) the cost of permits and license fees relating to construction of the Improvements; (iii) the cost of any changes in the Base, provided howeverShell and Core required by the Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements required by applicable building codes (the “Code”); (v) the cost of construction of the Improvements, no such including, without limitation, testing and inspection costs and trash removal costs, and contractors’ fees or and general conditions; (vi) sales and use taxes; and (vii) all other costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs be expended by Landlord, upon prior notice to Tenant, Tenant and reasonably approved Landlord in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this First Amendment Work Letter, the Improvement Allowance shall be disbursed by Landlord only (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Improvements and for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this First Amendment Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements and the ; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements, and the cost of installing and purchasing Tenant’s voice and data cabling (the Improvements (but Allowance Items set forth in no event shall disbursements of the Improvement Allowance for all of the foregoing items Section 2.2.1.1, above, and in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of 2.2.1.2, shall, collectively, be known as the Premises“Soft Costs”); 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this First Amendment Work Letter;; and 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any All other taxes imposed on costs required or pertaining to construction of allowed by the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 terms of this First Amendment Work Letter, provided however, no such fees or costs shall apply Letter to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, including, without limitation, Landlord's receipt of invoices or other commercially reasonable documentation for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Two and 50/100 Dollars ($2.50) per rentable square foot of the Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, demolition, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements;taxes; and 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable out-of-pocket cost of documents and materials supplied by, All other costs to be expended by Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the ““ Improvement Allowance ItemsItems ”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Two and 50/100 00/100 Dollars ($2.50) per rentable square foot of the Premises, and other payment of the third-party fees actually and reasonably incurred (the reasonableness of which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord to its consultants (including any construction managerfor review) retained by or on behalf of Tenant, Landlord in connection with space planning the preparation and design review of the Improvements and the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costscosts and costs of utilities. In no event shall Tenant or its contractor be charged for parking, access, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditionsuse or similar items in connection with the Improvements; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code“ Code ”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes taxes; and 2.2.1.8 The actual cost of installing telephone and Title 24 feesdata cabling, gross receipts taxes moving costs, furniture, fixtures and any other taxes imposed on or pertaining to construction equipment (including UPS equipment and installation); provided, however, in no event shall more than a portion of the Improvements; 2.2.1.8 Payment Improvement Allowance equal to $5.00 per rentable square foot of the reasonable out-of-pocket fees incurred byPremises be allocated to, and the reasonable out-of-pocket cost of documents and materials supplied byreimbursed against, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement AllowanceAllowance Items set forth in this Section 2.2.1.8 .

Improvement Allowance Items. Except as otherwise set forth in this Work LetterExhibit B, the Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 ): (A) Payment of the fees of the “Architect” and “Engineers” (as those terms are defined in Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements architect and the payment engineers approved by Landlord for the Tenant Improvements, any other soft costs and the costs of plan check, permit and license fees relating to construction of the Improvements (but any cabling installed by Tenant in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above ; (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 B) Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 plans and specifications for the Tenant Improvements; (C) The payment of this Work Letterplan check, permit and license fees relating to construction of the Tenant Improvements; and (D) The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, hoisting and trash removal costs, and contractors’ fees and general conditions, signage and project management fees. Notwithstanding anything contained herein to the contrary, no portion of the Tenant Improvement Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, or free rent; provided however, no such fees or costs shall apply to engineers the extent that not all of the Boiler/Chiller Allowance is used by Tenant retains for the Improvements if Boiler/Chiller Improvements, Tenant may use such engineers are unused portion of the same engineers Landlord retained Boiler/Chiller Allowance (not to exceed fifty percent (50%) of the Boiler/Chiller Allowance) for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by LandlordTenant Improvements, upon prior notice additional improvements to, or maintenance on, the Premises (subject to Tenant, in connection with the construction Article 8 of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work LetterLease), or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement AllowanceRent.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, including, without limitation, Landlord's receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Two and 50/100 Dollars ($2.50) per rentable square foot of the Premises, and other payment of the third­-party fees actually and reasonably incurred (the reasonableness of which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord to its consultants (including any construction managerfor review) retained by or on behalf of Tenant, Landlord in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises);Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costscosts and costs of utilities. In no event shall Tenant or its contractor be charged for parking, access, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions;use or similar items in connection with the Improvements; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense);therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable;"Code"); 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter;Letter; 2.2.1.7 Sales and use taxes taxes; 2.2.1.8 The cost of space plans and Title 24 feesconstructions drawings for the 6260 Substitute Premises; and 2.2.1.9 The actual cost of installing telephone and data cabling, gross receipts taxes and any other taxes imposed on or pertaining to construction moving costs; provided, however, in no event shall more than a portion of the Improvements; 2.2.1.8 Payment Improvement Allowance equal to Five and 00/100 Dollar ($5.00) per rentable square foot of the reasonable out-of-pocket fees incurred byPremises be allocated to, and the reasonable out-of-pocket cost of documents and materials supplied byreimbursed against, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement AllowanceAllowance Items set forth in this Section 2.2.1.8.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises);Improvements; EXHIBIT B -1- ▇▇▇▇▇▇ REALTY ▇▇▇▇▇▇ CENTRE DEL MAR [Airgain, Inc.] 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvementstaxes; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements.; and 2.2.1.10 Any 2.2.1.9 The costs and/or expenses incurred by Tenant (but in connection with the design, permitting no event for an amount in excess of three and construction one-half percent (3.5%) of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance) for Tenant’s retention of “▇▇▇▇▇▇ ▇▇▇▇▇▇/CM” as Tenant’s project management consultant.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of (i) the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter, and (ii) the costs of any cabling installed by Tenant in the Premises, which fees and other costs, notwithstanding anything to the EXHIBIT B -2- ▇▇▇▇▇▇ REALTY ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [StumbleUpon, Inc.] contrary contained in this Work Letter, shall not exceed an aggregate amount equal to Zero and 60/100 Dollars ($0.60) per rentable square foot of the Must-Take Space with respect to the Improvements in the Must-Take Space, and Three and 85/100 Dollars ($3.85) per rentable square foot of the Initial Premises with respect to the Improvements in the Initial Premises (the amounts payable pursuant to this Section 2.2.1.1 are payable from the Improvement Allowances and are not in addition thereto); 2.2.1.2 Payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.3 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.4 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.5 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.6 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 2.2.1.7 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 2.2.1.8 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building;taxes; and 2.2.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements. 2.2.1.10 Any , including, but not limited to, costs and/or expenses incurred in connection with the design, permitting by Landlord for overtime pay for Landlord’s employees and construction of agents to enable Tenant to perform work related to the Improvements which are (i) in areas outside the obligation of Tenant under this Work Letter, Premises after such employee’s or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowanceagent’s regular working hours.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, including, without limitation, Landlord's receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Two and 50/100 Dollars ($2.50) per rentable square foot of the Premises, and other payment of the third-party fees actually and reasonably incurred (the reasonableness of which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord to its consultants (including any construction managerfor review) retained by or on behalf of Tenant, Landlord in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costscosts and costs of utilities. In no event shall Tenant or its contractor be charged for parking, access, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditionsuse or similar items in connection with the Improvements; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvementstaxes; 2.2.1.8 Payment The cost of space plans and constructions drawings for the 6260 Substitute Premises; and 2.2.1.9 The actual cost of installing telephone and data cabling, and moving costs; provided, however, in no event shall more than a portion of the reasonable out-of-pocket fees incurred byImprovement Allowance equal to Five and 00/100 Dollar ($5.00) per rentable square foot of the Premises be allocated to, and the reasonable out-of-pocket cost of documents and materials supplied byreimbursed against, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.Allowance Items set forth in this Section 2.2.1.8. 712812.03/WLA 214064-00120/9-26-13/gjn/gjn -2- ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ [Second Amendment/Substitute Premises Amendment] [Entropic Communications, Inc.]

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Two and 50/100 00/100 Dollars ($2.50) per rentable square foot of the Premises, and other payment of the third-party fees actually and reasonably incurred (the reasonableness of which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord to its consultants (including any construction managerfor review) retained by or on behalf of Tenant, Landlord in connection with space planning the preparation and design review of the Improvements and the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costscosts and costs of utilities. In no event shall Tenant or its contractor be charged for parking, access, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditionsuse or similar items in connection with the Improvements; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes taxes; and 2.2.1.8 The actual cost of installing telephone and Title 24 feesdata cabling, gross receipts taxes moving costs, furniture, fixtures and any other taxes imposed on or pertaining to construction equipment (including UPS equipment and installation); provided, however, in no event shall more than a portion of the Improvements; 2.2.1.8 Payment Improvement Allowance equal to $5.00 per rentable square foot of the reasonable out-of-pocket fees incurred byPremises be allocated to, and the reasonable out-of-pocket cost of documents and materials supplied byreimbursed against, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement AllowanceAllowance Items set forth in this Section 2.2.1.8.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, including, without limitation, Landlord's receipt of invoices or other commercially reasonable documentation for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Two and 50/100 Dollars ($2.50) per rentable square foot of the Suite 400 Expansion Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, demolition, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements;taxes; and 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable out-of-pocket cost of documents and materials supplied by, All other costs to be expended by Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of (i) the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work LetterLetter and (ii) the actual cost of installing telephone and data cabling, and any signage permitted by the Lease, which amounts identified in the foregoing items (i) and other consultants (including ii) shall, notwithstanding any construction managerprovision to the contrary contained in this Work Letter, not to exceed an aggregate amount equal to Five and 75/100 Dollars ($5.75) retained by or on behalf of Tenant, in connection with space planning and design per rentable square foot of the Improvements and the Premises; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costscosts and costs of utilities. In no event shall Tenant or its contractor be charged for parking, access, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditionsuse or similar items in connection with the Improvements; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvementstaxes; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable out-of-pocket The cost of documents and materials supplied by, Landlord and LandlordTenant’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord project manager(s) retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred ; provided, however, in connection with the design, permitting and construction no event shall an amount in excess of four percent (4%) of the Improvements which are (i) Improvement Allowance be used to pay for the obligation cost of Tenant under this Work LetterTenant’s project manager or managers; and 2.2.1.9 Moving expenses expressly attributable to Tenant’s moving into the Premises, or (ii) expressly designated in not to exceed an aggregate amount equal to $1.00 per rentable square foot of the Lease as costs and/or expenses which may be deducted from the Improvement AllowancePremises.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and “, the Engineers” (, as those terms are defined in Section 3.1 of this Work Letter) , and other consultants (including any construction manager) retained by or on behalf of Tenant), in connection with space planning and design of the Improvements and Improvements; the payment of plan check, permit and license fees relating to construction of the Improvements Improvements; the cost of built-in furniture for use in the Premises; the costs of acquisition and installation of Lines in the Premises; the costs of acquisition, installation, and permitting of Tenant’s Signage; the costs of acquisition and installation of computer, telephone, and other operating systems in the Premises (but in no event shall disbursements of the Improvement Allowance total cumulative fees and costs for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven Ten and 50/100 00/100 Dollars ($7.5010.00) per rentable square foot of the Premises); 2.2.1.2 Subject to Payment of the fees incurred by, and the 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 6.5 below, the 3.1 of this Work Letter; 2.2.1.3 The cost of construction of the ImprovementsImprovements (excluding Specialty Improvements and any other Improvements that do not meet the definition of “normal” office improvements for accounting purposes), including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s conditions (except as such costs may be excused under other provisions of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expensethis Work Letter); 2.2.1.4 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” , as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the The Improvement Allowance shall be disbursed by Landlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Four and 00/100 Dollars ($4.00) per rentable square foot of the Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building (as contrasted with the Improvements) when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (providedthe "Base Building Work"), however, it being agreed that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes the Landlord Work shall be performed by Landlord at Landlord’s sole cost and expense)not constitute Base Building Work; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Tenant's Coordination Fee,” , as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter, together with any third-party costs reasonably incurred by Landlord to obtain Tenant Deliverables to the extent Tenant fails to timely satisfy its obligations related thereto in accordance with the terms of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvementstaxes; 2.2.1.8 Payment Subject to Landlord's prior reasonable approval, customary "soft costs", including, but not limited to moving, signage, network cabling and furniture costs, not to exceed an aggregate amount equal to twenty percent (20%) of the reasonable outImprovement Allowance; and 2.2.1.9 Any third-of-pocket fees party costs reasonably incurred by, and by Landlord to obtain any Tenant Deliverables which Tenant fails to timely deliver pursuant to the reasonable 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 Documents,” as that term is defined in Section 3.1 terms of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of (i) the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter, (ii) third-party fees actually and other reasonably incurred (the reasonableness of which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord to its consultants (including any construction managerfor review) retained by or on behalf of Tenant, Landlord in connection with space planning the preparation and design review of the Improvements “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, and (iii) the actual cost of installing telephone and data cabling, and any signage permitted by the Lease, which amounts identified in the foregoing items (i), (ii) and (iii) shall, notwithstanding any provision to the contrary contained in this Work Letter, not exceed an aggregate amount equal to $3.50 per rentable square foot of the Premises; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costscosts and costs of utilities. In no event shall Tenant or its contractor be charged for parking, access, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditionsuse or similar items in connection with the Improvements; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter;; and 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.taxes

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Improvement Allowance shall be disbursed by Landlord only (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Improvements and for the following items and costs and(collectively, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment ): (i) payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 3 of this Tenant Work Letter) , and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design payment of the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 DocumentsDrawings,” as that term is defined in Section 3.1 3 of this Tenant Work Letter; (ii) the cost of permits and license fees relating to construction of the Improvements; (iii) the cost of any changes in the Base, provided howeverShell and Core required by the Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements required by applicable building codes (the “Code”); (v) the cost of construction of the Improvements, no such including, without limitation, testing and inspection costs and trash removal costs, and contractors’ fees or and general conditions; (vi) sales and use taxes; and (vii) all other costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs be expended by Landlord, upon prior notice to Tenant, Tenant and reasonably approved Landlord in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred . However, in connection with the design, permitting no event shall more than three and construction 50/100 Dollars ($3.50) per rentable square foot of the Improvements which are Improvement Allowance be used for the aggregate cost of items described in (i) the obligation of Tenant under this Work Letter, or and (ii) expressly designated in above; any additional amount incurred as a result of (i) and (ii) above shall be paid for by Tenant as part of the Lease as costs and/or expenses which may be deducted from the Improvement AllowanceOver-Allowance Amount.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, including, without limitation, Landlord's receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Two and 50/100 Dollars ($2.50) per rentable square foot of the Premises, and other payment of the third-party fees actually and reasonably incurred (the reasonableness of which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord to its consultants (including any construction managerfor review) retained by or on behalf of Tenant, Landlord in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costscosts and costs of utilities. In no event shall Tenant or its contractor be charged for parking, access, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditionsuse or similar items in connection with the Improvements; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes taxes; and 2.2.1.8 The actual cost of installing telephone and Title 24 feesdata cabling, gross receipts taxes and any other taxes imposed on or pertaining to construction moving costs; provided, however, in no event shall more than a portion of the Improvements; 2.2.1.8 Payment Improvement Allowance equal to Five and 00/100 Dollar ($5.00) per rentable square foot of the reasonable out-of-pocket fees incurred byPremises be allocated to, and the reasonable out-of-pocket cost of documents and materials supplied byreimbursed against, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement AllowanceAllowance Items set forth in this Section 2.2.1.8.

Improvement Allowance Items. Except as otherwise set forth in this Work LetterLetter Agreement, the Improvement Allowance shall be disbursed by Landlord only (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) for costs related to the construction of the Improvements (provided, however, except as expressly set forth in Sections 2.2.1.4, 4 and 5 of this Work Letter, such costs related to the construction of the Improvements (identified in this Work Letter) shall in no event include (A) any costs incurred in connection with the cost of demising partitions between tenants (including, any studs, acoustical insulation and dry wall, and any necessary penetrations, fire dampers and sound traps), (B) any costs incurred in connection with the Base Building, or (C) any costs or fees incurred by Landlord or its consultants or agents in connection with the construction of the Improvements and the preparation and review of plans related thereto, all of which foregoing costs and fees shall be at Landlord’s sole cost and expense) and for the following items and costs and(collectively, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and “Engineers” (as those terms are that term is defined in Section 3.1 of this Work Letter3.4 below) and other consultants (including any construction manager) engineers retained by or on behalf of Tenant, Tenant in connection with space planning and design its performance of the Improvements and Improvements, which fees shall, notwithstanding anything to the contrary contained in this Work Letter Agreement, not exceed an aggregate amount equal to $[***] per rentable square foot of the Premises (collectively, the “A&E Costs”); 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to “Approved Working Drawings,” as that term is defined in Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)3.4 of this Work Letter Agreement, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Approved Working Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” ”, as that term is defined in Section 4.2.2 4.2.2.1 of this Work LetterLetter Agreement; 2.2.1.7 intentionally omitted; 2.2.1.8 The cost of installing Tenant’s furniture, fixtures, equipment, voice and data cabling, signage, and other similar costs (collectively, “FF&E Costs”), not to exceed an aggregate amount equal to $[***] per usable square foot of the Premises; and 2.2.1.9 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvementstaxes. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work LetterExhibit B, the Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, including, without limitation, Landlord's receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”): 2.2.1.1 "): (A) Payment of the fees of the “Architect” architect and “Engineers” the engineers approved by Landlord for the Tenant Improvements, any other soft costs (as those terms are defined in Section 3.1 including payment of this Work Letterthe Supervision Fee to Landlord) and other the costs of any cabling installed by Tenant in the Premises; (B) Payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements plans and specifications for the Tenant Improvements; (C) The payment of plan check, permit and license fees relating to construction of the Improvements Tenant Improvements; and (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50D) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost The costs of construction of the Tenant Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes , signage and project management fees. Notwithstanding anything contained herein to the Base Building when such changes are required by contrary, no portion of the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due Tenant Improvement Allowance may be applied to the fact that such work is prepared on an unoccupied basis)cost of trade fixtures, such cost to include all direct architectural and/or engineering fees and moving expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letterfurniture, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowanceconverted into free rent.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord Sublandlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter) Letter (collectively, the “Design Costs”), and other payment of the fees incurred by, and the cost of documents and materials supplied by, Sublandlord and Sublandlord’s consultants (including any construction manager) retained by or on behalf of Tenant, and/or Landlord and Landlord’s consultants in connection with space planning the preparation and design review of the Improvements and “Construction Drawings,” as that term is defined in Section 3.1 of this Subtenant Work Letter; provided, however, Subtenant shall not be entitled to receive reimbursement from the payment Improvement Allowance for Design Costs in excess of $5.00 per rentable square foot of the Sublease Premises (to wit, $96,113.40); 2.2.1.2 Payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Initial Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Initial Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basisas defined below), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Initial Improvements required by all applicable building codes Code (the “Code”as defined herein); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements;; and 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 2.2.1.7 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Sublandlord in connection with the construction of the Initial Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord FLUC (each of which disbursements shall be made pursuant to FLUC's disbursement process, including, without limitation, FLUC's receipt of invoices or other commercially reasonable documentation for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Two and 50/100 Dollars ($2.50) per rentable square foot of the Suite 100 Expansion Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, FLUC and FLUC's consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, demolition, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter, together with any third-party costs reasonably incurred by FLUC to obtain Tenant Deliverables to the extent Tenant fails to timely satisfy its obligations related thereto in accordance with the terms of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements;taxes; and 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, FLUC and Tenant in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “"Engineers” " (as those terms are defined in Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven Five and 50/100 00/100 Dollars ($7.505.00) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s 's costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s 's obligation pursuant to Section 1.1 1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s 's energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” " as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements.. 738132.04/▇▇▇▇▇▇▇▇▇-00001/6-26-15/alf/alf EXHIBIT ▇-▇▇- ▇▇▇ ▇▇▇▇▇▇▇[Dropbox, Inc.] 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord in accordance with this Section 2.2 only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”):"): EXHIBIT B-4- 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of which fees shall, notwithstanding anything to the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items contrary contained in this Section 2.2.1.1 Work Letter, not exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Phase I Premises and the Phase II Premises), respectively, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; 2.2.1.2 Subject The payment of plan check, permit and license fees relating to construction of the Improvements other than any Ancillary Use Improvements, except as expressly provided in Section 6.5 2.2.1.8 below, the ; 2.2.1.3 The cost of construction of the Improvements, Improvements including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditionsconditions but expressly excluding any Improvements related to any Ancillary Uses, except to the extent expressly provided in Section 2.2.1.8 below; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation or on behalf of Tenant pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)this Work Letter, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes taxes; and 2.2.1.8 The cost for the installation of Lines and Title 24 fees, gross receipts taxes and for any other taxes imposed on costs for the design or pertaining to construction of any Improvements related to Ancillary Uses (the “Ancillary Use Improvements; 2.2.1.8 Payment ”), not to exceed an aggregate amount equal to Five and 00/00 Dollars ($5.00) per rentable square foot of the reasonable out-of-pocket fees incurred by, Phase I Premises and the reasonable out-of-pocket cost of documents and materials supplied byPhase II Premises, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvementsrespectively. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter) Letter (provided, that no more than $10.00 per rentable square foot of the Premises may be disbursed from the Improvement Allowance for such fees), and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements Improvements, and the cost of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)any third-party project management fees, if applicable, incurred by Tenant; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvementspermanently affixed improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 2.2.1.6 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining taxes; 2.2.1.7 The cost of connecting the Premises to construction of the ImprovementsBuilding's energy management systems; 2.2.1.8 Payment the costs of installing Tenant's cabling in the reasonable outPremises (not to exceed $8.00 per RSF) 720213.12/▇▇▇▇▇▇▇▇▇-00005/4-of9-pocket fees incurred by, and the reasonable out-of-pocket 14/mem/ejw EXHIBIT B-21- 2.2.1.9 The cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review installation of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) Water Sensors and the obligation of Tenant under this Work LetterSubmetering Equipment, or (ii) expressly designated in any Electrical Upgrades, (iii) any Tenant's Signage, (iv) any Supplemental HVAC units, (v) any Lobby Wall Work, and (vi) the Lease as costs and/or expenses which may be deducted from the Improvement AllowanceLobby Desk; 2.2.1.10 Tenant Minor Changes; and 2.2.1.11 Tenant Cost Items and Tenant Construction Items.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance and Additional Allowance (if applicable) shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, including, without limitation, Landlord's receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of construction fees, architectural fees, consulting fees, engineering services, subject to the Soft Cost Cap, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the “Architect” and “Engineers” ("Construction Drawings," as those terms are that term is defined in Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements and the ; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of Improvements, subject to the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Soft Cost Cap; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, mechanical and electrical services, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvementstaxes; 2.2.1.8 Payment Costs of installing Lines in the reasonable out-of-pocket fees incurred by, Premises and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building;Tenant's conduit infrastructure; and 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Tenant Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the The Improvement Allowance shall be disbursed by Landlord only for the following items and costs and(collectively, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”"IMPROVEMENT ALLOWANCE ITEMS"): 2.2.1.1 (i) Payment of the fees of the “Architect” architect and “Engineers” (as those terms are defined in Section 3.1 of this Work Letter) and other consultants (including any construction managerengineer(s) retained by or on behalf of Tenant, and Landlord and Landlord's consultants in connection with space planning and design the review of the plans and specifications prepared for the Tenant Improvements and the ("IMPROVEMENT DRAWINGS"); (ii) The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Tenant Improvements; 2.2.1.2 Subject to Section 6.5 below, the (iii) The cost of construction of the Tenant Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs (iv) The cost of performing any changes to in the Base existing Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Improvement Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 (v) The cost of any changes to the Construction Documents Improvement Drawings or Tenant Improvements required by all applicable building codes (the “Code”)codes; 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 (vi) Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or ; (vii) Tenant's relocation expenses pertaining to construction of Tenant's move into the ImprovementsPremises; 2.2.1.8 Payment of (viii) Cabling and wiring to be installed in the reasonable out-of-pocket fees incurred byPremises; and (ix) Furniture, fixtures and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that equipment utilized by Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to conduct of Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted 's business from the Improvement AllowancePremises.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Tenant Improvement Allowance shall be disbursed by Landlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 ): i Payment of the fees of Tenant’s Architect and the “Architect” engineers, including, without limitation, the cost of preparation of the Space Plan and “Engineers” Construction Drawings and all other space planning fees and costs for the Premises actually paid by Tenant (as those terms are defined in documented by invoices), but not including the amount required to be paid by Landlord pursuant to Section 3.1 of this Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant2 above, in connection with space planning and design of which shall not be deducted from the Improvements and the Tenant Improvement Allowance; ii The payment of plan check, permit and license fees relating to construction the performance of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the Tenant’s Work; iii The cost of construction of performing the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s Work, including all costs payable under the construction contract between Tenant and Tenant’s Contractor; iv The cost of performing any changes to the Base base shell or core of the Premises or the Building when such changes are required by the approved Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (Drawings, including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 therewith; v The cost of any changes to the approved Construction Documents Drawings or Improvements the Tenant’s Work required by all applicable Applicable Laws, including, without limitation, building codes (the “Code”); 2.2.1.5 codes; vi The cost payment of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales sales and use taxes taxes; vii The costs of any consultants and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord advisors retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 2.2.1.10 Any including, without limitation, Tenant’s CM; viii The costs and/or expenses incurred in connection with the designTenant’s telecommunications, permitting voice and construction data equipment, wiring, and installation; and/or ix The costs incurred in connection with installation of the Improvements which are (i) the obligation of Tenant under this Work LetterTenant’s furniture, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowancefixtures and security system, if any.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Improvement Allowance shall be disbursed by Landlord only (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Improvements and for the following items and costs and(collectively, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment ): (i) payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 3 of this Tenant Work Letter) , and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design payment of the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 DocumentsDrawings,” as that term is defined in Section 3.1 3 of this Tenant Work Letter; (ii) the cost of permits and license fees relating to construction of the Improvements; (iii) the cost of any changes in the Base, provided howeverShell and Core required by the Construction Drawings; (iv) the cost of any changes to the Construction Drawings or Improvements required by applicable building codes (the “Code”); (v) the “Landlord Coordination Fee”, no such which fee shall be equal to five percent (5%) of the Improvement Allowance and any Over-Allowance Amount; (vi) the cost of construction of the Improvements, including, without limitation, testing and inspection costs and trash removal costs, and contractors’ fees or and general conditions; (vii) sales and use taxes; and (viii) all other costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs be expended by Landlord, upon prior notice to Tenant, Tenant and reasonably approved Landlord in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred . However, in connection with the design, permitting no event shall more than three and construction 50/100 Dollars ($3.50) per usable square foot of the Improvements which are Improvement Allowance be used for the aggregate cost of items described in (i) the obligation of Tenant under this Work Letter, or and (ii) expressly designated in above; any additional amount incurred as a result of (i) and (ii) above shall be paid for by Tenant as part of the Lease as costs and/or expenses which may be deducted from the Improvement AllowanceOver-Allowance Amount.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process, including, without limitation, Landlord’s receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises);Improvements; EXHIBIT B -1- ▇▇▇▇▇▇ REALTY KILROY CENTRE DEL MAR [Airgain, Inc.] 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvementstaxes; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements.; and 2.2.1.10 Any 2.2.1.9 The costs and/or expenses incurred by Tenant (but in connection with the design, permitting no event for an amount in excess of three and construction one-half percent (3.5%) of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance) for Tenant’s retention of “▇▇▇▇▇▇ ▇▇▇▇▇▇/CM” as Tenant’s project management consultant.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Improvement Allowance shall be disbursed by Landlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 of this Tenant Work Letter) and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements and the ; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Tenant’s Work; 2.2.1.2 Subject to Section 6.5 below, the cost 2.2.1.3 Any and all design and construction costs of construction of the ImprovementsTenant’s Work, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements Tenant’s Work required by all applicable building codes (the “Code”); 2.2.1.5 The cost 2.2.1.6 A fee to Landlord for its coordination and review of connection Tenant’s Work in an amount equal to one percent (1%) of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost hard construction costs of the “Coordination Fee,” Improvement Allowance Items, consisting of: those construction costs incurred by Contractor (as defined below) or incurred under subcontracts managed by Contractor and/or costs of construction items that term is defined in Section 4.2.2 are not managed by Contractor, but otherwise require Landlord’s approval of this Work LetterConstruction Drawings (not to exceed the amount of the Improvement Allowance); 2.2.1.7 A reasonable and customary project management fee to CRESA Partners-Denver, Inc., as documented by invoices; 2.2.1.8 The costs of Landlord’s engineer and any other consultants retained by Landlord in connection with Landlord’s review of the Design Documents and Constructions Drawings; and 2.2.1.9 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, in connection with the construction of the Improvementstaxes. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process), only for the following items and costs and(collectively, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “Improvement Allowance Items”): 2.2.1.1 1.2.1 Payment of the fees of the “Architect” and the “Engineers,” (as those terms are defined in Section 3.1 2.1 of this Tenant Work Letter) , and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design payment of the Improvements and the payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises); 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense); 2.2.1.4 The cost of any changes to the Construction Documents or Improvements required by all applicable building codes (the “Code”); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements; 2.2.1.8 Payment of the reasonable out-of-pocket fees incurred by, and the reasonable 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 DocumentsDrawings,” as that term is defined in Section 3.1 2.1 of this Tenant Work Letter; 1.2.2 The payment of plan check, provided howeverpermit and license fees relating to construction of the Tenant Improvements; 1.2.3 The cost of construction of the Improvements; 1.2.4 The cost of any changes in the Base, no Shell and Core when such fees or costs shall apply to engineers that Tenant retains for changes are required by the Improvements Construction Drawings (including if such engineers changes are due to the same engineers Landlord retained for fact that such work is prepared on an unoccupied basis) or are otherwise required by law as a result of the Base Buildingconstruction of the Tenant Improvements, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.2.1.9 1.2.5 The cost of any changes to the Construction Drawings or Improvements required by applicable building code or any other governmental law or regulation (collectively, “Code”); 1.2.6 Sales and use taxes; 1.2.7 “Landlord’s Supervision Fee,” as that term is defined in Section 3.2 of this Tenant Work Letter; and 1.2.8 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Tenant Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, including, without limitation, Landlord's receipt of invoices for all costs and fees described herein) only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 Payment of the fees of the “"Architect” " and “the "Engineers” (," as those terms are defined in Section 3.1 of this Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises, and other payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning the preparation and design review of the Improvements and the "Construction Drawings," as that term is defined in Section 3.1 of this Work Letter; 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the 2.2.1.3 The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs 2.2.1.4 The cost of performing any changes to in the Base Building (as contrasted with the Improvements) when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis)Drawings, such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, expenses incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)therewith; 2.2.1.4 2.2.1.5 The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes (the “"Code”"); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable; 2.2.1.6 The cost of the “"Coordination Fee,” " as that term is defined in Section 4.2.2 4.2.2.1 of this Work Letter, together with any third-party costs reasonably incurred by Landlord to obtain Tenant Deliverables to the extent Tenant fails to timely satisfy its obligations related thereto in accordance with the terms of this Work Letter; 2.2.1.7 Sales and use taxes and Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvementstaxes; 2.2.1.8 Payment The costs incurred for reasonable moving expenses, the installation of exterior and interior signage in accordance with the Lease, the installation of Lines in the Premises, and other "soft costs" reasonably approved by Landlord, provided that the costs of the reasonable out-of-pocket fees incurred byforegoing items in this Section 2.2.5 shall not exceed an aggregate of $386,210.00 (i.e., and the reasonable out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review $5.00 per rentable square foot of the “Construction Documents,” as that term is defined in Section 3.1 of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base BuildingPremises); 2.2.1.9 The costs incurred by Tenant (but in no event for an amount in excess of One Hundred Seventy-Three Thousand Seven Hundred Ninety-Four and 50/100 Dollars ($173,794.50) (i.e., $2.25 per rentable square foot of the Premises)) for Tenant’s retention of “Serbia Consulting Group” as Tenant’s project management consultant; and 2.2.1.10 All other reasonable and actual out-of-pocket costs to be expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements. 2.2.1.10 Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Work Letter, the The Improvement Allowance shall be disbursed by Landlord only for the following items and costs and, except as otherwise specifically and expressly provided in this Work Letter or the Lease, Landlord shall not deduct any other expenses from the Improvement Allowance (collectively the “"Improvement Allowance Items”"): 2.2.1.1 (i) Payment of the fees of the “Architect” Architect and “Engineers” (as those terms are defined in Section 3.1 of this Work Letter) the Engineers and other consultants (including any construction manager) retained by or on behalf of Tenant, in connection with space planning and design of the Improvements Improvements, which fees shall not exceed an aggregate amount equal to Fifteen and 00/100 Dollars ($15.00) per rentable square foot of the Premises; (ii) The payment of plan check, plan check expeditor, permit and license fees relating to construction of the Improvements (but in no event shall disbursements of the Improvement Allowance for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Seven and 50/100 Dollars ($7.50) per rentable square foot of the Premises)Improvements; 2.2.1.2 Subject to Section 6.5 below, the (iii) The cost of construction of the Improvements, including, without limitation, all materials and labor to complete the Improvements, testing and inspection costs, freight elevator usageusage (provided that neither Tenant nor Tenant's agents will be charged for freight elevator usage during construction of the Improvements or during Tenant's initial move into the Premises), hoisting and trash removal costs, and contractors’ ' fees and general conditions; 2.2.1.3 Tenant’s costs of performing any changes to the Base Building when such changes are required by the Construction Documents and are not Landlord’s obligation pursuant to Section 1.1 above (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses, and any City or permit costs, incurred in connection therewith (provided, however, that if any such changes are required due to Landlord’s failure to perform its obligations pursuant to Section 1 above, such changes shall be performed by Landlord at Landlord’s sole cost and expense)iv) Intentionally Omitted; 2.2.1.4 (v) The cost of any changes to the Construction Documents Drawings or Improvements required by all applicable building codes Code (the “Code”as defined in this Lease); 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and access control systems and for chilled water hook-up fees, if applicable(vi) Intentionally Omitted; 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2 of this Work Letter; 2.2.1.7 (vii) Sales and use taxes and taxes, Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the Improvements;; and 2.2.1.8 Payment of the reasonable out-of-pocket fees (viii) Fees incurred by, and the reasonable 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 Documents,” as that term is defined in Section 3.1 Drawings, any third-party costs reasonably incurred by Landlord to obtain any Tenant Deliverables which Tenant fails to timely deliver pursuant to the terms of this Work Letter, provided however, no such fees or costs shall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.2.1.9 All Letter and all other reasonable and actual out-of-pocket costs expended by Landlord, upon prior notice to Tenant, Landlord in connection with the construction of the Improvements.; and 2.2.1.10 (ix) Any costs and/or expenses incurred in connection with the design, permitting and construction of the Improvements which are (i) the obligation of Tenant under this Work Letter, or (ii) expressly designated in the Lease as costs and/or expenses which may be deducted from the Improvement Allowance.