Common use of Improvement Allowance Items Clause in Contracts

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount shall be disbursed or reimbursed, as applicable, by Landlord only for the following items and costs (collectively, the “Improvement Allowance Items”): 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 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,” 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 Tenant Improvements; 2.4.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 Letter, and third party project managers, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Six and 00/100 Dollars ($6.00) per rentable square foot of the Premises, 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,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 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, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 2.2.1.8 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements, but only to the extent such costs have previously and reasonably been approved by Tenant.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 payment of the reasonable 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 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, Tenant’s testing and inspection costs, hoisting and trash removal costs at the rate customarily charged by Landlord for such additional services, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and conditions incurred by Tenant under the costs of after-hours freight elevator usageContract (as defined below); 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred by Tenant in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements2.2.1.7 Sales and use taxes.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 Letter, and third party project managers, which fees shall, notwithstanding anything to the contrary contained in this Work Letter, not exceed an aggregate amount equal to Six and 00/100 Dollars ($6.00) per rentable square foot of the Expansion Premises, 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,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 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, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 2.2.1.8 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements, but only to the extent such costs have previously and reasonably been approved by Tenant.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and LandlordXxxxxxxx’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 2.2.1.8 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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, collectively the “Improvement Allowance Items”): 2.4.1.1 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 Letter) and payment other consultants (including any construction manager) retained by or on behalf of the fees incurred byTenant, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation space planning and review design of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 The Improvements and the payment of plan check, permit and license fees relating to construction of the Tenant ImprovementsImprovements (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); 2.4.1.3 The 2.2.1.2 Subject to Section 6.5 below, 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, testing and inspection costs, ; 2.2.1.3 Tenant’s costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 The cost of performing any changes in to the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings 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 expenses, and any City or permit costs, incurred in connection therewiththerewith (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); 2.4.1.5 2.2.1.4 The cost of any changes to the Construction Drawings Documents or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and use taxes access control systems and Title 24 for chilled water hook-up fees, if applicable; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2 of this Tenant Work Letter; 2.4.1.8 The 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 and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; andshall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.4.1.9 2.2.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord Landlord, upon prior notice to Tenant, 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 Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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, collectively the “Improvement Allowance Items”): 2.4.1.1 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 Letter) and payment other consultants (including any construction manager) retained by or on behalf of the fees incurred byTenant, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation space planning and review design of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 The Improvements and the payment of plan check, permit and license fees relating to construction of the Tenant ImprovementsImprovements (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); 2.4.1.3 The 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Tenant ImprovementsImprovements (excluding Specialty Alterations), including, without limitation, all materials and labor to complete the Improvements (excluding Specialty Alterations), testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, ; 2.2.1.3 Tenant’s costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 The cost of performing any changes in to the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings 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 expenses, and any City or permit costs, incurred in connection therewiththerewith (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); 2.4.1.5 2.2.1.4 The cost of any changes to the Construction Drawings Documents or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales 2.2.1.5 The cost of connection of the Premises to the Building’s energy management and use taxes access control systems and Title 24 for chilled water hook-up fees, if applicable; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2 of this Tenant Work Letter; 2.4.1.8 The 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 and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; andshall apply to engineers that Tenant retains for the Improvements if such engineers are the same engineers Landlord retained for the Base Building; 2.4.1.9 2.2.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord Landlord, upon prior notice to Tenant, 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 (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 Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 costs, notwithstanding anything to the EXHIBIT B -2- XXXXXX REALTY 000 XXXXXXX XXXXXX [StumbleUpon, Inc.] contrary contained in this Work Letter Letter, shall not exceed an aggregate amount equal to Zero and payment 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 in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.3 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.4 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.5 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.6 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.7 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.8 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 2.2.1.9 All other costs to be expended by Landlord in connection with the construction of the Improvements, including, but not limited to, costs incurred by Landlord for overtime pay for Landlord’s employees and agents to enable Tenant Improvementsto perform work related to the Improvements in areas outside the Premises after such employee’s or agent’s regular working hours.

Improvement Allowance Items. Except as otherwise set forth in this Tenant First Amendment Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 3.1 of this Tenant First Amendment Work Letter; 2.4.1.2 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 Improvements Allowance Items set forth in Section 2.2.1.1, above, and in this Section 2.2.1.2, shall, collectively, be known as the “Soft Costs”); 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2 of this Tenant First Amendment Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 2.2.1.7 All other costs required or allowed by the terms of this First Amendment Work Letter to be expended by Landlord in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord only for the following items and costs (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 (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 payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements, and the cost of any third-party project management fees, if applicable, incurred by Tenant; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvementspermanently affixed improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, contractors' fees and the costs of after-hours freight elevator usagegeneral conditions; 2.4.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 2.2.1.4 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.5 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 2.2.1.6 Sales and use taxes; 2.2.1.7 The cost of connecting the Premises to the Building's energy management systems; 2.2.1.8 the costs of installing Tenant's cabling in the Premises (not to exceed $8.00 per RSF) 720213.12/XXX000000-00005/4-9-14/mem/ejw EXHIBIT B-21- 2.2.1.9 The cost of installation of (i) Water Sensors and expenses associated with complying with all nationalthe Submetering Equipment, state (ii) any Electrical Upgrades, (iii) any Tenant's Signage, (iv) any Supplemental HVAC units, (v) any Lobby Wall Work, and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby(vi) the Lobby Desk; 2.2.1.10 Tenant Minor Changes; and 2.4.1.9 All other costs to be expended by Landlord in connection with the construction of the 2.2.1.11 Tenant ImprovementsCost Items and Tenant Construction Items.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 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 payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilitiesdemolition, 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; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 2.2.1.8 All other costs to be expended by Landlord and Tenant in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 Tenant Work Letter and payment (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 (ii) shall, notwithstanding any provision to the contrary contained in this Work Letter, not to exceed an aggregate amount equal to Five and 75/100 Dollars ($5.75) per rentable square foot 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 3.1 of this Tenant Work LetterPremises; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs and costs of utilities. In no event shall Tenant or its contractor be charged for parking, trash removalaccess, parking and hoists, and the costs of after-hours freight elevator usageuse or similar items in connection with the Improvements; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 2.2.1.7 Sales and use taxes; 2.2.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Landlord cost of Tenant’s project manager(s) retained in connection with the construction of the Tenant Improvements; provided, however, in no event shall an amount in excess of four percent (4%) of the Improvement Allowance be used to pay for the cost of Tenant’s project manager or managers; and 2.2.1.9 Moving expenses expressly attributable to Tenant’s moving into the Premises, not to exceed an aggregate amount equal to $1.00 per rentable square foot of the Premises.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount The Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord only for the following items and costs (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 (i) Payment of the fees of the “Architect” Architect and the “Engineers,” 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, 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; (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 usage (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; (iv) Intentionally Omitted; (v) The cost of any changes to the Construction Drawings or Improvements required by Code (as those terms are defined in Section 3.1 of this Tenant Work Letter Lease); (vi) Intentionally Omitted; (vii) Sales and payment use taxes, Title 24 fees, gross receipts taxes and any other taxes imposed on or pertaining to construction of the fees Improvements; and (viii) Fees incurred by, and the actual, out-of-pocket cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 , 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 Tenant Work Letter; 2.4.1.2 The payment of plan check, permit Letter and license fees relating to construction of the Tenant Improvements; 2.4.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements; and (ix) Any costs and/or expenses which are 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 Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process), only for the following items and costs (collectively, the “Improvement Allowance Items”): 2.4.1.1 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 Letter, 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,” as that term is defined in Section 3.1 2.1 of this Tenant Work Letter; 2.4.1.2 1.2.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 1.2.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 1.2.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis)) or are otherwise required by law as a result of the construction of the Tenant Improvements, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.4.1.5 1.2.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes code or any other governmental law or regulation (collectively, “Code”); 2.4.1.6 1.2.6 Sales and use taxes and Title 24 feestaxes; 2.4.1.7 The 1.2.7 “Coordination Landlord’s Supervision Fee,” as that term is defined in Section 4.2.2.2 3.2 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 1.2.8 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 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 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;; EXHIBIT B -1- XXXXXX REALTY XXXXXX CENTRE DEL MAR [Airgain, Inc.] 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; anduse taxes; 2.4.1.9 2.2.1.8 All other costs to be expended by Landlord in connection with the construction of the Improvements; and 2.2.1.9 The costs incurred by Tenant Improvements(but in no event for an amount in excess of three and one-half percent (3.5%) of the Improvement Allowance) for Tenant’s retention of “Xxxxxx Xxxxxx/CM” as Tenant’s project management consultant.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord only for the following items and costs (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 ): i Payment of the fees of the “Architect” Tenant’s Architect and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter and payment of the fees incurred byengineers, and including, without limitation, the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Space Plan and Construction Drawings,” Drawings and all other space planning fees and costs for the Premises actually paid by Tenant (as that term is defined in documented by invoices), but not including the amount required to be paid by Landlord pursuant to Section 3.1 of this 2 above, which shall not be deducted from the Tenant Work Letter; 2.4.1.2 Improvement Allowance; ii The payment of plan check, permit and license fees relating to construction the performance of the Tenant Improvements; 2.4.1.3 Tenant’s Work; iii The cost of performing the Tenant’s Work, including all costs payable under the construction of the contract between Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 Tenant’s Contractor; iv The cost of any changes in to the Base, Shell and Core work when such changes are base shell or core of the Premises or the Building required by the approved Construction Drawings (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 incurred in connection therewith; 2.4.1.5 ; v The cost of any changes to the approved Construction Drawings or Tenant Improvements the Tenant’s Work required by applicable laws and building codes (collectively, “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24Applicable Laws, including, without limitation, all building codes; vi The payment of sales and use taxes; vii The costs associated with of any lighting or HVAC retrofits required therebyconsultants and advisors retained by Tenant, including, without limitation, Tenant’s CM; and 2.4.1.9 All other viii The costs to be expended by Landlord incurred in connection with the construction Tenant’s telecommunications, voice and data equipment, wiring, and installation; and/or ix The costs incurred in connection with installation of the Tenant ImprovementsTenant’s furniture, fixtures and security system, if any.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, the “Improvement Allowance Items”): 2.4.1.1 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 Letter, 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,” as that term is defined in Section 3.1 3 of this Tenant Work Letter; 2.4.1.2 The payment ; (ii) the cost of plan check, permit permits and license fees relating to construction of the Tenant Improvements; 2.4.1.3 The cost of construction of ; (iii) the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction Drawings Drawings; (including if such changes are due to iv) the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.4.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 ; (v) the cost of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24construction of the Improvements, including, without limitation, testing and inspection costs and trash removal costs, and contractors’ fees and general conditions; (vi) sales and use taxes; and (vii) all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Tenant and reasonably approved Landlord in connection with the construction of the Improvements. However, in no event shall more than three and 50/100 Dollars ($3.50) per rentable square foot of the Improvement Allowance be used for the aggregate cost of items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be paid for by Tenant Improvementsas part of the Over-Allowance Amount.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount The Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord only for the following items and costs (collectively, the “Improvement Allowance Items”"IMPROVEMENT ALLOWANCE ITEMS"): 2.4.1.1 (i) Payment of the fees of the “Architect” architect and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter and payment of the fees incurred byengineer(s) retained by Tenant, and the cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this plans and specifications prepared for the Tenant Work LetterImprovements ("IMPROVEMENT DRAWINGS"); 2.4.1.2 (ii) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 (iii) The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoistsremoval costs, and the costs of after-hours freight elevator usagecontractors' fees and general conditions; 2.4.1.4 (iv) The cost of any changes in the Base, Shell and Core work existing Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 (v) The cost of any changes to the Construction Improvement Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”)codes; 2.4.1.6 (vi) Sales and use taxes and Title 24 fees; 2.4.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 of this Tenant Work Letter(vii) Tenant's relocation expenses pertaining to Tenant's move into the Premises; 2.4.1.8 The costs (viii) Cabling and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebywiring to be installed in the Premises; and 2.4.1.9 All other costs to be expended (ix) Furniture, fixtures and equipment utilized by Landlord in connection with Tenant for the construction conduct of Tenant's business from the Tenant ImprovementsPremises.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter Agreement, 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) 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 TI Amount or its consultants or agents in connection with the construction of the Improvements and the Tenant TI Amount preparation and review of plans related thereto, all of which foregoing costs and fees shall be disbursed or reimbursed, as applicable, by Landlord only at Landlord’s sole cost and expense) and for the following items and costs (collectively, the “Improvement Allowance Items”): 2.4.1.1 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 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 3.1 3.4 below) and any engineers retained by Tenant in connection with its performance of the Improvements, which fees shall, notwithstanding anything to the contrary contained in this Tenant Work LetterLetter Agreement, not exceed an aggregate amount equal to $[***] per rentable square foot of the Premises (collectively, the “A&E Costs”); 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (including if such changes are due to the fact “Approved Working Drawings,” as that such work term is prepared on an unoccupied basis)defined in Section 3.4 of this Work Letter Agreement, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Approved Working Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “Coordination Fee,” ”, as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work LetterLetter Agreement; 2.4.1.8 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 and expenses associated with complying with all national(collectively, state and local codes“FF&E Costs”), including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebynot to exceed an aggregate amount equal to $[***] per usable square foot of the Premises; and 2.4.1.9 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements2.2.1.9 Sales and use taxes.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 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 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;; EXHIBIT B -1- XXXXXX REALTY KILROY CENTRE DEL MAR [Airgain, Inc.] 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; anduse taxes; 2.4.1.9 2.2.1.8 All other costs to be expended by Landlord in connection with the construction of the Improvements; and 2.2.1.9 The costs incurred by Tenant Improvements(but in no event for an amount in excess of three and one-half percent (3.5%) of the Improvement Allowance) for Tenant’s retention of “Xxxxxx Xxxxxx/CM” as Tenant’s project management consultant.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed by FLUC (each of which disbursements shall be made pursuant to FLUC's disbursement process, including, without limitation, FLUC's receipt of invoices or reimbursed, as applicable, by Landlord other commercially reasonable documentation for all costs and fees described herein) only for the following items and costs (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 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 payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord FLUC and Landlord’s FLUC's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilitiesdemolition, 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; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 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; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 2.2.1.8 All other costs to be expended by Landlord FLUC and Tenant in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount Improvement Allowance and the Tenant TI Amount Additional Allowance (if applicable) shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 2.2.1.1 Payment of construction fees, architectural fees, consulting fees, engineering services, subject to the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter Soft Cost Cap, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements, subject to the Soft Cost Cap; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilitiesmechanical and electrical services, 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; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state use taxes; 2.2.1.8 Costs of installing Lines in the Premises and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyTenant's conduit infrastructure; and 2.4.1.9 All other 2.2.1.9 Any costs to and/or expenses which are expressly designated in the Lease as costs and/or expenses which may be expended by Landlord in connection with the construction of deducted from the Tenant ImprovementsImprovement Allowance.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 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 payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilitiesdemolition, 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; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 2.2.1.8 All other costs to be expended by Landlord and Tenant in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 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 payment of the third-party fees actually and reasonably incurred by, and (the cost reasonableness of documents and materials supplied by, which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord and Landlord’s to its consultants for review) by Landlord in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs and costs of utilities. In no event shall Tenant or its contractor be charged for parking, trash removalaccess, parking and hoists, and the costs of after-hours freight elevator usageuse or similar items in connection with the Improvements; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 2.2.1.7 Sales and use taxes; 2.2.1.8 The costs cost of space plans and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyconstructions drawings for the 6260 Substitute Premises; and 2.4.1.9 All other costs to be expended by Landlord 2.2.1.9 The actual cost of installing telephone and data cabling, and moving costs; provided, however, in connection with the construction no event shall more than a portion of the Tenant Improvements.Improvement Allowance equal to Five and 00/100 Dollar ($5.00) per rentable square foot of the Premises be allocated to, and reimbursed against, the Improvement Allowance Items set forth in this Section 2.2.1.8. 712812.03/WLA 214064-00120/9-26-13/gjn/gjn -2- 0000 XXXXXXXX XXXXX, XXX XXXXX [Second Amendment/Substitute Premises Amendment] [Entropic Communications, Inc.]

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 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 payment of the third-party fees actually and reasonably incurred by, and (the cost reasonableness of documents and materials supplied by, which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord and Landlord’s to its consultants for review) by Landlord in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs and costs of utilities. In no event shall Tenant or its contractor be charged for parking, trash removalaccess, parking and hoists, and the costs of after-hours freight elevator usageuse or similar items in connection with the Improvements; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 All other costs to be expended by Landlord 2.2.1.8 The actual cost of installing telephone and data cabling, and moving costs; provided, however, in connection with the construction no event shall more than a portion of the Tenant ImprovementsImprovement Allowance equal to Five and 00/100 Dollar ($5.00) per rentable square foot of the Premises be allocated to, and reimbursed against, the Improvement Allowance Items set forth in this Section 2.2.1.8.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount The Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord only for the following items and costs (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 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 payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general 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; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building (as contrasted with the Improvements) when such changes are required by the Construction Drawings (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 incurred in connection therewiththerewith (the "Base Building Work"), it being agreed that the Landlord Work shall not constitute Base Building Work; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of Tenant's Coordination Fee,” , as that term is defined in Section 4.2.2.2 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; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all nationaluse taxes; 2.2.1.8 Subject to Landlord's prior reasonable approval, state and local codes, including California Energy Code, Title 24customary "soft costs", including, without limitationbut not limited to moving, all costs associated with any lighting or HVAC retrofits required therebysignage, network cabling and furniture costs, not to exceed an aggregate amount equal to twenty percent (20%) of the Improvement Allowance; and 2.4.1.9 All other 2.2.1.9 Any third-party costs to be expended reasonably incurred by Landlord in connection with to obtain any Tenant Deliverables which Tenant fails to timely deliver pursuant to the construction terms of the Tenant Improvementsthis Work Letter.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 Tenant Work Letter Letter, (ii) third-party fees actually and payment reasonably incurred (the reasonableness of which shall be determined in light of the fees incurred by, and the cost nature of documents and materials supplied by, particular Construction Drawings being submitted by Landlord and Landlord’s to its consultants for review) by Landlord in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter, 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; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs and costs of utilities. In no event shall Tenant or its contractor be charged for parking, trash removalaccess, parking and hoists, and the costs of after-hours freight elevator usageuse or similar items in connection with the Improvements; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.2.2.1.7 Sales and use taxes

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 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 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,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.1 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 The hard cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.2 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 2.2.1.3 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.4 The cost of the “Coordination Landlord Supervision Fee,” as that term is defined in Section 4.2.2.2 4.2.2 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 2.2.1.5 All other costs required or allowed by the terms of this Tenant Work Letter to be expended by Landlord in connection with the construction of the Tenant Improvements. 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 or construction of the Tenant Improvements, which soft costs shall include, without limitation, (i) payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter, (ii) the payment of plan check, permit and license fees relating to construction of the Tenant 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 Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord in accordance with this Section 2.2 only for the following items and costs (collectively, collectively the “"Improvement Allowance Items”):"): EXHIBIT B-4- 2.4.1.1 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 Letter, which fees shall, notwithstanding anything to the contrary contained in this 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 's consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements other than any Ancillary Use Improvements, except as expressly provided in Section 2.2.1.8 below; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, Improvements including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, hoisting and trash removal, parking and hoistsremoval costs, and contractors' fees and general conditions but expressly excluding any Improvements related to any Ancillary Uses, except to the costs of after-hours freight elevator usageextent expressly provided in Section 2.2.1.8 below; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required Base Building by the Construction Drawings (including if such changes are due or on behalf of Tenant pursuant 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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 All other 2.2.1.8 The cost for the installation of Lines and for any costs to be expended by Landlord in connection with for the design or construction of any Improvements related to Ancillary Uses (the Tenant “Ancillary Use Improvements”), not to exceed an aggregate amount equal to Five and 00/00 Dollars ($5.00) per rentable square foot of the Phase I Premises and the Phase II Premises, respectively.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 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 payment of the third­-party fees actually and reasonably incurred by, and (the cost reasonableness of documents and materials supplied by, which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord and Landlord’s to its consultants for review) by Landlord in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter;Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements;Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs and costs of utilities. In no event shall Tenant or its contractor be charged for parking, trash removalaccess, parking and hoists, and the costs of after-hours freight elevator usage;use or similar items in connection with the Improvements; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith;therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “Code”);the "Code"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter;Letter; 2.4.1.8 2.2.1.7 Sales and use taxes; 2.2.1.8 The costs cost of space plans and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; constructions drawings for the 6260 Substitute Premises; and 2.4.1.9 All other costs to be expended by Landlord 2.2.1.9 The actual cost of installing telephone and data cabling, and moving costs; provided, however, in connection with the construction no event shall more than a portion of the Tenant ImprovementsImprovement Allowance equal to Five and 00/100 Dollar ($5.00) per rentable square foot of the Premises be allocated to, and reimbursed against, the Improvement Allowance Items set forth in this Section 2.2.1.8.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 3.1 of this Tenant Work Letter; 2.4.1.2 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 Allowance Items set forth in Section 2.2.1.1, above, and in this Section 2.2.1.2, shall, collectively, be known as the “Soft Costs”); 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 2.2.1.7 All other costs required or allowed by the terms of this Tenant Work Letter to be expended by Landlord in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work LetterExhibit B, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “"Improvement Allowance Items”): 2.4.1.1 "): (A) Payment of the fees of the “Architect” architect and the “Engineers,” as those terms are defined engineers approved by Landlord for the Tenant Improvements, any other soft costs (including payment of the Supervision Fee to Landlord) and the costs of any cabling installed by Tenant in Section 3.1 of this Tenant Work Letter and payment the Premises; (B) Payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this plans and specifications for the Tenant Work Letter; 2.4.1.2 Improvements; (C) The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 ; and (D) The cost costs of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, hoisting and trash removal costs, and contractors’ ' fees and general conditions, testing signage and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction Drawings (including if such changes are due project management fees. Notwithstanding anything contained herein to the fact that such work is prepared on an unoccupied basis)contrary, such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.4.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Landlord in connection with the construction no portion of the Tenant ImprovementsImprovement Allowance may be applied to the cost of trade fixtures, moving expenses, furniture, or converted into free rent.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 Letter, and other consultants (including any construction manager), in connection with space planning and design of the Improvements; the payment of plan check, permit and license fees relating to construction of the 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 the total cumulative fees and costs for all of the foregoing items in this Section 2.2.1.1 exceed an aggregate amount equal to Ten and 00/100 Dollars ($10.00) per rentable square foot of the Premises); 2.2.1.2 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 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 Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant ImprovementsImprovements (excluding Specialty Improvements and any other Improvements that do not meet the definition of “normal” office improvements for accounting purposes), including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, conditions (except as such costs may be excused under other provisions of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usagethis Work Letter); 2.4.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 2.2.1.4 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.5 The “cost of the Coordination Fee,” , as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord only for the following items and costs (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant ImprovementsTenant’s Work; 2.4.1.3 The cost 2.2.1.3 Any and all design and construction costs of construction of the Tenant ImprovementsTenant’s Work, including, without limitation, testing and inspection costs, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements Tenant’s Work required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales 2.2.1.6 A fee to Landlord for its coordination and use taxes and Title 24 feesreview of Tenant’s Work in an amount equal to one percent (1%) of the hard construction costs of the 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 are not managed by Contractor, but otherwise require Landlord’s approval of Construction Drawings (not to exceed the amount of the Improvement Allowance); 2.4.1.7 The “Coordination Fee,” 2.2.1.7 A reasonable and customary project management fee to CRESA Partners-Denver, Inc., as that term is defined in Section 4.2.2.2 of this Tenant Work Letterdocumented by invoices; 2.4.1.8 2.2.1.8 The costs of Landlord’s engineer and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended consultants retained by Landlord in connection with the construction Landlord’s review of the Tenant ImprovementsDesign Documents and Constructions Drawings; and 2.2.1.9 Sales and use taxes.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowances shall be disbursed or reimbursed, as applicable, 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 (collectively, the “Improvement Allowance Items”): 2.4.1.1 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 Letter, 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,” as that term is defined in Section 3.1 3 of this Tenant Work Letter; 2.4.1.2 The payment ; (ii) the cost of plan check, permit permits and license fees relating to construction of the Tenant Improvements; 2.4.1.3 The cost of construction of ; (iii) the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 The cost of any changes in the Base, Shell and Core work when such changes are required by the Construction Drawings Drawings; (including if such changes are due to iv) the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.4.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 ; (v) the cost of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24construction of the Improvements, including, without limitation, testing and inspection costs and trash removal costs, and contractors’ fees and general conditions; (vi) sales and use taxes; and (vii) all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 All other costs to be expended by Tenant and reasonably approved Landlord in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, by Landlord Sublandlord only for the following items and costs (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 (collectively, the “Design Costs”), and payment of the fees incurred by, and the cost of documents and materials supplied by, Sublandlord and Sublandlord’s consultants and/or Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Subtenant Work Letter; provided, however, Subtenant shall not be entitled to receive reimbursement from the Improvement Allowance for Design Costs in excess of $5.00 per rentable square foot of the Sublease Premises (to wit, $96,113.40); 2.4.1.2 The payment 2.2.1.2 Payment of plan check, permit and license fees relating to construction of the Tenant Initial Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Initial Improvements, including, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Building when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Initial Improvements required by applicable laws and building codes Code (collectively, “Code”as defined herein); 2.4.1.6 2.2.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 The “Coordination Fee,” as that term is defined in Section 4.2.2.2 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 2.2.1.7 All other costs to be expended by Landlord Sublandlord in connection with the construction of the Tenant Initial Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 payment of the third-party fees actually and reasonably incurred by, and (the cost reasonableness of documents and materials supplied by, which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord and Landlord’s to its consultants for review) by Landlord in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs and costs of utilities. In no event shall Tenant or its contractor be charged for parking, trash removalaccess, parking and hoists, and the costs of after-hours freight elevator usageuse or similar items in connection with the Improvements; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 All other costs to be expended by Landlord 2.2.1.8 The actual cost of installing telephone and data cabling, moving costs, furniture, fixtures and equipment (including UPS equipment and installation); provided, however, in connection with the construction no event shall more than a portion of the Tenant ImprovementsImprovement Allowance equal to $5.00 per rentable square foot of the Premises be allocated to, and reimbursed against, the Improvement Allowance Items set forth in this Section 2.2.1.8.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 Letter) and payment other consultants (including any construction manager) retained by or on behalf of the fees incurred byTenant, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation space planning and review design of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 The Improvements and the payment of plan check, permit and license fees relating to construction of the Tenant ImprovementsImprovements (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 Five and 00/100 Dollars ($5.00) per rentable square foot of the Premises); 2.4.1.3 The 2.2.1.2 Subject to Section 6.5 below, the cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees all materials and general conditionslabor to complete the Improvements, 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; 2.4.1.4 The cost 2.2.1.3 Tenant's costs of performing any changes in to the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings Documents and are not Landlord's obligation pursuant to Section 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 expenses, and any City or permit costs, incurred in connection therewith; 2.4.1.5 2.2.1.4 The cost of any changes to the Construction Drawings Documents or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 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; 2.4.1.7 The “Coordination Fee2.2.1.8 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 4.2.2.2 3.1 of this Tenant Work Letter; 2.4.1.8 The costs and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby; and 2.4.1.9 2.2.1.9 All other reasonable and actual out-of-pocket costs to be expended by Landlord Landlord, upon prior notice to Tenant, in connection with the construction of the Improvements. 738132.04/XXX000000-00001/6-26-15/alf/alf EXHIBIT X-00- 000 XXXXXXX[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 Improvementsunder 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 Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the ““ Improvement Allowance ItemsItems ”): 2.4.1.1 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 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 payment of the third-party fees actually and reasonably incurred by, and (the cost reasonableness of documents and materials supplied by, which shall be determined in light of the nature of particular Construction Drawings being submitted by Landlord and Landlord’s to its consultants for review) by Landlord in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general conditions, testing and inspection costs, costs and costs of utilities. In no event shall Tenant or its contractor be charged for parking, trash removalaccess, parking and hoists, and the costs of after-hours freight elevator usageuse or similar items in connection with the Improvements; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “Codethe “ Code ”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 The costs 2.2.1.7 Sales and expenses associated with complying with all national, state and local codes, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebyuse taxes; and 2.4.1.9 All other costs to be expended by Landlord 2.2.1.8 The actual cost of installing telephone and data cabling, moving costs, furniture, fixtures and equipment (including UPS equipment and installation); provided, however, in connection with the construction no event shall more than a portion of the Tenant ImprovementsImprovement Allowance equal to $5.00 per rentable square foot of the Premises be allocated to, and reimbursed against, the Improvement Allowance Items set forth in this Section 2.2.1.8 .

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “Improvement Allowance Items”): 2.4.1.1 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 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 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 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, testing and inspection costs, and trash removal costs, and contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash removal, parking and hoists, and the costs of after-hours freight elevator usage; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building when such changes are required by the Construction 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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, the “Code”); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The cost of the “Coordination Fee,” as that term is defined in Section 4.2.2.2 4.2.2.1 of this Tenant Work Letter; 2.4.1.8 2.2.1.7 Sales and use taxes; 2.2.1.8 The cost of installing cabling in the Premises, which costs and expenses associated with complying with all nationalshall, state and local codesnotwithstanding anything to the contrary contained in this Work Letter, including California Energy Code, Title 24, including, without limitation, all costs associated with any lighting or HVAC retrofits required therebynot exceed an aggregate amount equal to $3.00 per usable square foot of the Premises; and 2.4.1.9 2.2.1.9 All other costs to be expended by Landlord as set forth elsewhere in this Work Letter (which costs shall not be duplicative of the services provided by Landlord as set forth in Section 4.2.2.1 of this Work Letter) in connection with the construction of the Tenant Improvements.

Improvement Allowance Items. Except as otherwise set forth in this Tenant Work Letter, the Landlord TI Amount and the Tenant TI Amount Improvement Allowance shall be disbursed or reimbursed, as applicable, 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 (collectively, collectively the “"Improvement Allowance Items”"): 2.4.1.1 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 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 payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s 's consultants in connection with the preparation and review of the “"Construction Drawings,” " as that term is defined in Section 3.1 of this Tenant Work Letter; 2.4.1.2 2.2.1.2 The payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 2.4.1.3 2.2.1.3 The cost of construction of the Tenant Improvements, including, without limitation, contractors’ fees and general 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; 2.4.1.4 2.2.1.4 The cost of any changes in the Base, Shell and Core work Base Building (as contrasted with the Improvements) when such changes are required by the Construction Drawings (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 incurred in connection therewith; 2.4.1.5 2.2.1.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable laws and building codes (collectively, “the "Code”"); 2.4.1.6 Sales and use taxes and Title 24 fees; 2.4.1.7 2.2.1.6 The “cost of the "Coordination Fee,” " as that term is defined in Section 4.2.2.2 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; 2.4.1.8 2.2.1.7 Sales and use taxes; 2.2.1.8 The costs incurred for reasonable moving expenses, the installation of exterior and expenses associated interior signage in accordance with complying with all nationalthe Lease, state the installation of Lines in the Premises, and local codesother "soft costs" reasonably approved by Landlord, including California Energy Codeprovided that the costs of the foregoing items in this Section 2.2.5 shall not exceed an aggregate of $386,210.00 (i.e., Title 24$5.00 per rentable square foot of the Premises); 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., including, without limitation, all costs associated with any lighting or HVAC retrofits required thereby$2.25 per rentable square foot of the Premises)) for Tenant’s retention of “Serbia Consulting Group” as Tenant’s project management consultant; and 2.4.1.9 2.2.1.10 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvements.