Common use of Improvement Allowance Clause in Contracts

Improvement Allowance. Landlord shall provide to Tenant a tenant improvement allowance (“Allowance”) in the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codes.

Improvement Allowance. a. Subject to the Soft Cost Limitation set forth above, Landlord shall provide to reimburse Tenant a tenant improvement allowance (“Allowance”) for Tenant's Costs incurred in connection with the construction of the Initial Improvements up to, but not exceeding, the amount of up the Improvement Allowance, less the amount of the Construction Management Fee, in accordance with the terms of this Improvement Allowance Section. Additionally, any Improvement Costs incurred by Landlord shall be deducted from the Improvement Allowance, and applied by Landlord to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), pay such Improvement Costs as such costs are incurred. The Improvement Allowance shall remain available to be used by Tenant to upfit and upgrade through the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from date which is 12 months following the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination Effective Date of the Lease to elect whether to retain or cause Amendment (the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”"Allowance Expiration Date"). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the Any portion of the Maximum Improvement Allowance used during remaining unused after the first Rental Year and Allowance Expiration Date shall forfeit and not be entitled to retained by Landlord. In the Unused event the Improvement Costs exceed the amount of the Improvement Allowance. , Tenant shall be responsible for coordinating timely payment of the entire overage. In no event shall Landlord be obligated to expend more than the Improvement Allowance. x. Xx later than thirty (30) days after Landlord's receipt of the Certificate of Occupancy, and managing all other documents required under this paragraph, Landlord shall reimburse Tenant for Xxxxxx's Costs incurred in designing and constructing the Initial Improvements (subject to the Soft Cost Limitation), in an amount up to but not exceeding the Improvement Allowance less the amount of the Construction Management Fee; provided, however, that such costs may be paid by Landlord directly to the Architect, the Contractor or any other party if so directed by Xxxxxx. Unless waived by Xxxxxxxx in writing, no final reimbursement of Xxxxxx's Costs will be made until the following documents have been received by Landlord: i. a copy of the final Certificate of Occupancy for the Third Expansion Premises, or such other certificate of occupancy as will permit Tenant Improvements to occupy and shall ensure use the Third Expansion Premises; ii. an AIA-approved completion certificate executed by Contractor, and an AIA-approved application for payment executed by the Architect, both in form and substance reasonably satisfactory to Landlord, or substitutes for such documents that all are reasonably acceptable to Landlord; iii. an affidavit or certificate executed by the Architect, the Contractor and Tenant that the Initial Improvements are performed in a good complete and workmanlike manner and constructed in accordance with the Final Plans; iv. a final contractor's affidavit from Contractor, in a form reasonably satisfactory to Landlord, satisfying the requirements of the laws of the state in which the Building is located in order to extinguish all lien rights in connection with the design and construction of the Initial Improvements; x. xxxxx lien waivers from the Architect and all subcontractors, materialmen, and engineers providing goods or services in connection with the design and construction of the Initial Improvements; vi. Material Safety Data Sheets for all materials used in the construction of the Initial Improvements; vii. certified air balance reports from the HVAC contractor; viii. written warranties and maintenance specifications for all components of the Initial Improvements; and ix. such other documents as may be reasonably requested by Landlord in order to demonstrate that the Initial Improvements are complete; they have been constructed in accordance with the Final Plans and all applicable laws; and any liens or potential liens that could be filed against the Building or any interest therein have been extinguished. c. Notwithstanding the foregoing, rules Tenant may submit requests for interim payments during the Construction Period, provided that such requests may not be made more frequently than every thirty (30) days (the "Interim Payments"). Landlord shall pay the Interim Payments, less a retainage of twenty percent (20%) of the amount requested (the "Retainage"), to Tenant within ten (10) business days after Xxxxxxxx's receipt of (i) Tenant's request for payment in a form reasonably acceptable to Landlord evidencing to Landlord's reasonable satisfaction the portion of the Initial Improvements completed through the date of such request and codesthe portion of the Tenant's Costs incurred through the date of such request; (ii) interim lien waivers from the Architect, the Contractor and all subcontractors, materialmen and engineers in a form reasonably acceptable to Landlord and meeting the requirements of applicable law to extinguish all lien rights of such parties in connection with Initial Improvements as completed through the effective date of such lien waivers; and (iii) documentation reasonably acceptable to Landlord reflecting that Tenant has paid to the appropriate party the amount for which reimbursement is requested by Tenant. In no event shall the Interim Payments exceed the amount of the Improvement Allowance. Final reimbursement of the Improvement Allowance, including the aggregate of the Retainage, will be made in accordance with the provisions Section 6(b) of this Work Letter. d. After the Improvement Allowance has been expended by Landlord, the principal amount of the Improvement Allowance, together with interest thereon calculated at the rate of twelve percent (12%) per annum, compounded monthly, shall be amortized evenly over the balance of the Lease Term, and so long as Tenant does not default in its monetary obligations under the Lease, and fail to cure such default within the applicable period of cure, if any, provided under the Lease, then the balance of the Improvement Allowance shall be reduced each month by the principal amount amortized each month, and upon Landlord's receipt of the final payment of rent due during the remaining Lease Term, Tenant shall have no liability to Landlord for the repayment of any portion of the Improvement Allowance or the interest that accrued and was amortized over the remaining Term of the Lease. In the event of an uncured Event of Default by Tenant under the Lease, then in addition to all of Landlord's other remedies available under the Lease, Tenant shall also be liable to Landlord for the entire unreduced principal balance of the Improvement Allowance remaining as of the date of default, and interest shall accrue at the rate of 12% per annum.

Improvement Allowance. Landlord Upon full execution of this Amendment and provided that Tenant is not then in default under the Original Lease or this Amendment, Tenant shall provide be entitled to Tenant a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, includingto, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination exceeding $1,041,550.00 (i.e. $25.00 per rentable square foot of the Lease Premises) for the costs relating to elect whether the design and construction of additional Tenant improvements to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof Premises (collectively, the “Additional Tenant Improvements”). All The Tenant Improvements funded with the Improvement Allowance shall be completed on or before available for Tenant’s use as follows: up to twenty-five percent (25%) during the end first year of the twelfth Lease Extension Term, up to fifty percent (12th50%) full calendar month during the second year of the Lease Extension Term, and up to one hundred percent (100%) during the third year of the Lease Extension Term. Tenant may use up to $208,310.00 of the Tenant Improvement Allowance (i.e. $5.00 per rentable square foot of the Premises) (the “Limited Allowance”) for the purchase of furniture, fixtures or equipment for use in the Premises. Additionally, if Tenant becomes a publicly traded company through an initial public offering and provided Tenant is not then in default under the Original Lease or this Amendment, (1) Tenant may use the Limited Allowance, if any, as an offset against Base Rent as it becomes due, and (2) one hundred percent (100%) of the Tenant Improvement Allowance shall be available to Tenant immediately following its public offering. All Additional Tenant Improvements shall be subject to Article 8 of the Original Lease. Disbursement of the Tenant Improvement Allowance shall be made pursuant to Section 2.2 of Exhibit D to the Original Lease, except that Tenant may also use a portion of the Tenant Improvement Allowance for the cost of its Back-Up Generator and related installation fees. In the event Tenant does not utilize any portion of the Tenant Improvement Allowance within forty-eight (48) months from the commencement of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with Extension Commencement Date, including the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Limited Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that forfeit any remaining portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall Improvement Allowance that would be entitled only otherwise due to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesTenant.

Improvement Allowance. 1. To help defray the costs of the Tenant Improvements for the Phase I Space and the Phase II Space and the costs incurred in moving into the Phase I Space and Phase II Space, Landlord agrees to make available to Tenant an allowance in an amount of up to Thirty Dollars ($30.00) times the Rentable Area of the Phase I Space and the Phase II Space (the "PHASE I & II SPACE IMPROVEMENT ALLOWANCE"). The Phase I & II Space Improvement Allowance shall be payable on account of costs incurred in designing and constructing the Tenant Improvements (including all consultant fees which directly relate to the Tenant Improvements, construction costs, permits, cabling, architectural engineering plans) for the Phase I Space and the Phase II Space and for moving costs. For so long as Tenant is not in default under this Lease, Landlord shall provide pay the Phase I & II Space Improvement Allowance on a monthly basis all in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw request, with supporting lien waivers from all material contractors and subcontractors delivered one month in arrears. Landlord shall be permitted to offset against the Phase I & II Space Improvement Allowance any amounts past due to Landlord by Tenant under this Lease. If the actual costs of the Tenant Improvements for the Phase I Space and the Phase II Space plus the costs incurred in moving into the Phase I Space and Phase II Space exceed the amount of the Phase I & II Space Improvement Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. If the actual costs of the Tenant Improvements for the Phase I Space and the Phase II Space plus the costs incurred in moving into the Phase I Space and Phase II Space are less than the Phase I & II Space Improvement Allowance, Landlord shall credit up to but not more than $5.00 per square foot of the Phase I & II Space Improvement Allowance against the first installments of Base Rent which are due and payable under this Lease for the Phase I Space and the Phase II Space. Landlord's obligation to make the Phase I & II Space Improvement Allowance available (other than in the form of a credit against Base Rent in an amount not to exceed $5.00 per square foot) to Tenant shall expire with respect to any portion of the Phase I & II Space Improvement Allowance that is not used by Tenant on or before January 1, 2006. 2. To help defray the costs of the Tenant Improvements for the Phase III Space and the costs incurred in moving into the Phase III Space, Landlord agrees to make available to Tenant an allowance in an amount of up to Thirty Dollars ($30.00) times the Rentable Area of the Phase III Space (the "PHASE III SPACE IMPROVEMENT ALLOWANCE"). The Phase III Space Improvement Allowance shall be payable on account of costs incurred in designing and constructing the Tenant Improvements (including all consultant fees which directly relate to the Tenant Improvements, construction costs, permits, cabling, architectural engineering plans) for the Phase III Space plus the costs incurred in moving into the Phase III Space. For so long as Tenant is not in default under this Lease, Landlord shall pay the Phase III Space Improvement Allowance on a monthly basis all in accordance with customary construction disbursement procedures and upon receipt of such documentation as is required by title insurance companies and institutional construction lenders. Landlord shall be permitted to offset against the Phase III Space Improvement Allowance any amounts past due to Landlord by Tenant under this Lease. If the actual costs of the Tenant Improvements for the Phase III Space plus the costs incurred in moving into the Phase III Space exceed the amount of the Phase III Space Improvement Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. If the actual costs of the Tenant Improvements for the Phase III Space plus the costs incurred in moving into the Phase III Space are less than the Phase III Space Improvement Allowance, Landlord shall credit up to but not more than $5.00 per square foot of the Phase III Space Improvement Allowance against the first installments of Base Rent which are due and payable under this Lease for the Phase III Space. Landlord's obligation to make the Phase III Space Improvement Allowance available to Tenant shall expire (other than in the form of a credit against Base Rent in an amount not to exceed $5.00 per square foot) with respect to any portion of the Phase III Space Improvement Allowance that is not used by Tenant on or before March 1, 2007. 3. The Phase I & II Space Improvement Allowance and the Phase III Space Improvement Allowance shall be treated by Landlord and Tenant as a tenant improvement allowance and all of the leasehold improvements that are constructed as part of the Tenant Improvements and paid for with the Phase I & II Space Improvement Allowance and the Phase III Space Improvement Allowance shall be owned by Landlord. 4. If Landlord fails to pay any portion of the Phase I & II Space Improvement Allowance or the Phase III Space Improvement Allowance which is properly due and payable, the unpaid amount shall bear interest until paid at the Interest Rate, and if Landlord fails to pay such properly due and payable amount within ten (“Allowance”10) in the business days after receiving written from Tenant that such amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”)was not paid when due, to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that then Tenant shall be entitled to install offset said amounts (including interest) against Rent due and receive reimbursement from payable under the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesLease.

Improvement Allowance. To help pay for the costs which are incurred by Tenant in designing, engineering and constructing any improvements which Tenant desires to make to the Premises including any work to be performed by Landlord for Tenant at Tenant’s expense pursuant to Section 3 above (the “First Amendment Improvements”) or for costs incurred by Tenant for cabling and relocation of Tenant’s furniture, fixtures and equipment during remodeling, Landlord shall provide make available to Tenant a tenant improvement an allowance of Fourteen and 35/100 Dollars ($14.35) per square foot of the actual rentable area of the Remaining Premises (which shall be determined after the demising wall has been constructed by Landlord in accordance with Section 3 above) (the “First Amendment Allowance”) ). Landlord shall pay the First Amendment Allowance on a monthly basis in accordance with customary construction disbursement procedures and upon receipt of a sworn construction statement and draw requests, Approved CyberOptics Legal DH with supporting invoices for actual costs incurred and lien waivers from all contractors and subcontractors; it being agreed, however, that Landlord shall not be required to disburse any portion of the First Amendment Allowance if Tenant is then in default of its obligations under the Lease. If the actual cost of the First Amendment Improvements exceeds the amount of the First Amendment Allowance, Tenant shall pay the excess costs without reimbursement from Landlord as and when such excess costs become due and payable. Notwithstanding the foregoing, Tenant shall have the right to apply up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, includingto, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof more than (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12thi) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to Four and 35/100 Dollars ($4.35) times the Allocated Portion actual number of rentable square feet in the Remaining Premises of the Qualified First Amendment Allowance as a credit against the installments of Monthly Base Rent which are due and payable on or after the date on which this First Amendment has been fully executed and delivered, and (each as defined below), which shall be deducted from each ii) an amount equal to Five and 00/100 Dollars ($5.00) times the actual number of rentable square feet in the Remaining Premises of the ensuing monthly payments First Amendment Allowance as a credit against the installments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion Monthly Base Rent which are due and payable on or after July 1, 2011, in either case, by giving written notice to Landlord of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures amounts to be charged credited and against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost installments of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable laws, rules and codesMonthly Base Rent.

Improvement Allowance. A. The Improvement Allowance for Phase I and Phase II is equal to $36.00 per square foot of Rentable Area in Phase I and Phase II. Tenant shall have the right, at its option, to apply up to $45.00 per square foot of Rentable Area in Phase I to pay for the costs of the Phase Improvements on Phase I. If Tenant elects to apply to the Phase Improvements on Phase I an amount in excess of $36.00 per square foot of Rentable Area in Phase I to the Phase Improvements for Phase I, the Improvement Allowance for Phase II shall be reduced by such excess. Landlord shall provide not be required to reimburse Tenant a tenant improvement allowance (“Allowance”) in for any costs associated with the amount of up to Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination construction of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Phase I Tenant Improvements funded with in excess of $36 per RSF of Phase I prior to the Allowance shall be completed on or before Phase II Commencement Date. B. Landlord will credit an amount, not to exceed the end of Improvement Allowance, against Tenant's obligation to pay for the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No design and construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements Landlord is not obligated to pay or incur any amounts that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion DeadlineImprovement Allowance. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and Landlord reasonably estimates that the cost of the Tenant Improvements completed during will exceed the Improvement Allowance, Landlord may require Tenant to deposit fifty percent (50%) such excess with Landlord before Landlord enters into the construction contract with the Contractor or commences the Work and the remaining fifty percent (50%) of such excess upon receipt of the first Rental Year being invoice from the “Unused Contractor. In no event will Landlord have any obligation to pay for any costs of the Tenant Improvements in excess of the Improvement Allowance or to perform any work in the Premises that is not expressly contemplated by this Lease. C. Tenant shall have the right to apply up to $8.50 per square foot of Rentable Area in the Premises to pay for various soft costs incurred by Tenant in connection with the Tenant Improvements such as, by way of example but not limitation, costs of preparation of the Space Plan and the Plans and Specifications, architectural and MEP fees, and moving costs. In addition, the Improvement Allowance may be applied by Tenant to pay for wiring and cabling costs, security systems, audio visual system, signage, hard construction costs, permitting and construction management fees, and moving costs. Furniture, fixtures and equipment and/or cubicles shall not be paid for with the Improvement Allowance”). D If Tenant has not applied all of the Improvement Allowance by December 31, 2014, Tenant shall forfeit the remaining balance and will not have any right to offset or reduce the Base Rental. In no event shall Landlord be entitled only obligated to the portion pay any of the Maximum Improvement Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable lawsafter December 31, rules and codes2014.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a one-time tenant improvement allowance (the “Improvement Allowance”) in the amount of up $25.00 per square foot of the Premises for the costs relating to Three Hundred Fifty Thousand the initial design and No/100 Dollars ($350,000.00) (“Maximum Allowance”), to be used by Tenant to upfit and upgrade the Premises, in construction of Tenant’s discretion, including, but not limited to, floor coverings, painting, lighting and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except improvements that that Tenant shall be entitled are permanently affixed to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof Premises (collectively, the “Tenant Improvements”). All In addition, Landlord will provide Tenant Improvements funded with up to One and 50/100 Dollars ($1.50) per square foot of the Premises for space planning, design and engineering fees (“Soft Cost Allowance”) and a lump sum of $10,809.56 for lighting upgrades (“Lighting Allowance”). For the purposes of this Work Letter, the Soft Cost Allowance and the Lighting Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion Deadline. The Allowance shall deemed to be included in the form definition of an abatement of Basic Annual Rental commencing “Improvement Allowance.” Other than Landlord’s obligation to disburse the thirteenth month of the Term in an amount equal Improvement Allowance pursuant to the Allocated Portion of the Qualified Allowance (each as defined below)this Tenant Work Letter, which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Allowance used during the first Rental Year and shall forfeit and not be entitled to the Unused Allowance. Tenant shall be responsible for coordinating all costs relating to the design and managing construction of the Tenant Improvements and in no event shall ensure that all Landlord be obligated to make disbursements pursuant to this Tenant Improvements are performed Work Letter in a good total amount which exceeds the Improvement Allowance. All Improvements constructed pursuant to this Work Letter shall be deemed Landlord’s property under the terms of Section 8.5 of the Lease. Tenant shall not be entitled to any credit for any unused portion of the Improvement Allowance, except that Tenant may apply any unused Improvement Allowance to (i) cover its costs of moving into the Premises, costs of furniture, fixtures and workmanlike manner and equipment to be used in the Premises or (ii) (provided that Tenant first satisfies all obligations under this Lease for the first twelve (12) months of the Lease Term) as a credit against Tenant’s Base Rent for the thirteenth (13th) and/or fourteenth (14th) full month(s) of the Lease Term. The foregoing credit will be paid to Tenant (or credited against Base Rent) after written notice from Tenant after the substantial completion of the Improvements; provided that Tenant must make a written request for such amounts on or before December 31, 2008 or it will forfeit the right to such credit. Notwithstanding the foregoing, Tenant will complete Improvements in the Premises in substantial accordance with all applicable laws, rules and codesthe preliminary plan previously provided to the Architect by Tenant.

Improvement Allowance. Landlord Tenant shall provide be entitled to Tenant a tenant one-time improvement allowance (the “Improvement Allowance ”) in the amount of Five Hundred Thousand Dollars ($500,000.00) for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Improvements”); provided, however, that Tenant shall have the option to receive a one-time additional improvement allowance to pay for Improvement Allowance Items (the “Additional Allowance”) in the amount of up not to Three Hundred Fifty Thousand and No/100 exceed Two Million Dollars ($350,000.002,000,000.00). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the monthly Base Rent payable by Tenant throughout the Amortization Period(s) (as defined below) shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said Amortization Period(s) based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eleven percent (11%) per annum (the “Maximum AllowanceAmortization Rent”). The term "Amortization Period(s)” shall mean the period of time commencing on the date(s) Landlord disburses the applicable portion of the Additional Allowance to Tenant and ending on the New Termination Date of the Extended Term. In the event the Lease shall terminate for any reason other than a Landlord default, to be used including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to upfit Landlord as of the termination date pursuant to the foregoing provisions of this Section 2.1 shall become immediately due and upgrade payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Articles 11 and 13 of the PremisesLease. In addition, in Tenant’s discretionno event shall the Amortization Rent be abated for any reason whatsoever, includingincluding without limitation, but not limited to, floor coverings, painting, lighting pursuant to Articles 11 and installation of a compressed air system, but excluding any expenditures for Tenant’s equipment, personal property or trade fixtures; except that that Tenant shall be entitled to install and receive reimbursement from the Allowance for trade fixtures, provided that Tenant agrees in writing at the time of disbursement to Tenant of funds from the Allowance for such trade fixture that Landlord, at Landlord’s option, shall be entitled at the expiration or termination 13 of the Lease to elect whether to retain or cause the Tenant to remove such trade fixtures as provided for non-structural alterations in Section 9.3 hereof (collectively, the “Tenant Improvements”). All Tenant Improvements funded with the Allowance shall be completed on or before the end of the twelfth (12th) full calendar month of the Term (“Completion Deadline”). No construction of Tenant Improvements funded with the Allowance shall occur after the Completion DeadlineLease. The Allowance shall be in the form of an abatement of Basic Annual Rental commencing the thirteenth month of the Term in an amount equal to the Allocated Portion of the Qualified Allowance (each as defined below), which shall be deducted from each of the ensuing monthly payments of Basic Annual Rental until the Qualified Allowance is depleted. The Allocated Portion of the Allowance shall be equal to the amount expended by Tenant for Tenant Improvements completed on or before the Completion Deadline (“Qualified Allowance”) divided by 13. On or before the Completion Deadline, Tenant shall provide to Landlord copies of receipts for all expenditures to be charged against the Allowance, and Landlord shall be entitled to rely on the accuracy of all invoices and fee statements for labor performed or materials furnished in connection with the Tenant Improvements. Tenant shall be solely responsible for payment of that portion of a) the costs of Tenant Improvements that exceed the Maximum Improvement Allowance and b) the cost of any Tenant Improvements which are completed after the Completion Deadline. If and to the extent the Tenant Improvements completed during the first Rental Year are less than the Maximum Allowance (the difference between the Maximum Allowance and the cost of the Tenant Improvements completed during the first Rental Year being the “Unused Allowance”), Tenant shall be entitled only to the portion of the Maximum Additional Allowance used during so elected to be received by Tenant are sometimes collectively referred to herein as the first Rental Year "Allowances”. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances and in no event shall forfeit and not Tenant be entitled to any credit for any unused portion of the Unused Allowance. Allowances not used by Tenant shall be responsible for coordinating and managing the Tenant Improvements and shall ensure that all Tenant Improvements are performed in a good and workmanlike manner and in accordance with all applicable lawsby September 30, rules and codes2009.