Common use of Landlord’s Work Clause in Contracts

Landlord’s Work. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, (i) the cost of design and construction of Landlord’s TI Work shall be at Tenant’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application of the Tenant Improvement Allowance in accordance with this Workletter; and (ii) the cost of design and construction of Landlord’s Section 2.3 Work shall be at Landlord’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. To the extent the estimated entire amount that Landlord is committed to pay (under contracts and obligations in effect from time to time) with respect to Landlord’s TI Work exceeds the net Tenant Improvement Allowance available pursuant to this Workletter, the excess Cost of Improvements for Landlord’s TI Work, over and above the Tenant Improvement Allowance, shall be payable by Tenant on a pro rata basis as illustrated in the diagram attached hereto as Schedule B-4 and incorporated herein by this reference (the “TI Allowance Disbursement Diagram”). To the extent the final net Cost of Improvement with respect to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement of Landlord’s TI Work shall be reimbursed by Tenant to Landlord in cash within thirty (30) days after final completion of Landlord’s TI Work (including any applicable Punch List Work), subject to the provisions of subparagraph (c) below.

Landlord’s Work. Except as otherwise expressly provided in this WorkletterLandlord shall, in the Lease or by mutual written agreement of Landlord and Tenant, (i) the cost of design and construction of Landlord’s TI Work shall be at Tenant’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application of the Tenant Improvement Allowance in accordance with this Workletter; and (ii) the cost of design and construction of Landlord’s Section 2.3 Work shall be at Landlord’s sole cost and expenseexpense (without application of Landlord’s Allowance, including as defined below) perform the work set forth on attached Exhibit D (“Landlord’s Work”). As provided in Paragraph 4.a. above, the portion of Landlord’s Work identified on Exhibit D as the “Pre-Delivery Work” shall be performed by Landlord prior to Delivery. The portion of Landlord’s Work that is not included in the “Pre-Delivery Work” is either “Overlap Work” (as defined in Exhibit D) which shall be performed by Landlord concurrently with the construction of the Tenant Improvements by Tenant’s Contractor (as defined below) or is “Post-Occupancy Work” (as defined in Exhibit D) which will be completed by Landlord at a later date in accordance with Exhibit D. The general contractor performing Landlord’s Work is referred to hereinafter as “Landlord’s Contractor.” The period during which the Pre-Delivery Work and the Overlap Work are being performed, which period expires upon the substantial completion of the Overlap Work, is referred to herein as the “Construction Period”. If substantial completion of the Overlap Work is delayed beyond May 1, 2012, due to delays resulting from the act or failure to act of Tenant or Tenant’s Contractor (a “Tenant Caused Overlap Work Delay”) then, for each day beyond May 1, 2012, that the Overlap Work is not substantially completed due to the Tenant Caused Overlap Work Delay, Tenant shall pay to Landlord a penalty equal to one (1) day of Monthly Rent at the rate in effect under Paragraph 2.c. above for the Third Lease Year. Notwithstanding the foregoing, in the event any costs act or omission of Tenant or Tenant’s Contractor, in Landlord’s reasonable determination, constitutes a Tenant Caused Overlap Work Delay, Landlord will, promptly after determining that the act or omission will create a Tenant Caused Overlap Work Delay, deliver notice to Tenant specifying the action or omission in question, and if Tenant cures such action or omission within five (5) Business Days following a receipt of such notice, no Tenant Caused Overlap Work Delay shall be deemed to have occurred. Further, in any event, Landlord will use reasonable efforts, without additional cost increases incurred as a result to Landlord unless Tenant agrees in writing to reimburse Landlord for such costs, to mitigate the effects of Unavoidable Delays, governmental requirements or unanticipated conditionsany Tenant Caused Overlap Work Delay. To If and to the extent the estimated entire amount that Landlord is committed to pay reasonably incurs a net increased cost (under contracts and obligations in effect from time to timetaking into account any cost saving Tenant might have facilitated by its actions) with respect to Landlord’s TI Work exceeds the net Tenant Improvement Allowance available pursuant to this Workletter, the excess Cost of Improvements for Landlord’s TI Work, over and above the Tenant Improvement Allowance, shall be payable by Tenant on a pro rata basis as illustrated in the diagram attached hereto as Schedule B-4 and incorporated herein by this reference (the “TI Allowance Disbursement Diagram”). To the extent the final net Cost of Improvement with respect to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement performance of Landlord’s TI Work shall as a direct result of any Tenant Caused Overlap Work Delay (as reasonably evidenced by Landlord, with supporting documentation), Tenant will be reimbursed by Tenant to Landlord in cash within thirty (30) days after final completion of responsible for such reasonable increased costs and Landlord’s TI Work (including any applicable Punch List Work), subject to Allowance will be decreased by the provisions amount of subparagraph (c) belowsuch reasonable increased cost.

Landlord’s Work. (a) Landlord, through its independent designated contractor, shall install in the Premises those improvements specified in the Approved Tenant Space Plan and Final Construction Drawings (collectively with any subsequent modifications or additions, hereinafter referred to as the “Landlord’s Work”). All Landlord’s Work shall be subject to a competitive bid process and fully transparent to Tenant and Tenant’s Representative. Prior to Landlord’s engagement of a General Contractor, Landlord and Tenant shall mutually agree on a final approved construction budget and key delivery dates. Except as otherwise expressly provided set forth in this WorkletterExhibit “C”, Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy, and the Premises shall be delivered containing no improvements or property of any kind; provided, however, Landlord shall deliver possession of the Premises to Tenant on the Lease Commencement Date with all mechanical, electrical and plumbing systems serving the Premises in good working order and condition. Tenant shall pay all costs and expenses (including a construction management fee in the Lease or amount of two percent (2%) of the total cost of the initial buildout less any costs that Tenant has contracted directly for such as project management, design, furniture, wiring and cabling, etc.), incurred in connection with the Leasehold Improvements to the extent such costs and expenses (including, without limitation, all soft costs of the improvements, such as architects’ and consultants’ fees, voice and cabling costs) exceed an allowance (the “Allowance”) equal to the product of (a) Forty and 00/100 Dollars ($40.00), multiplied by mutual written agreement of Landlord and Tenant, (ib) the number of square feet of rentable area in the Premises. After the Allowance has been expended towards the Landlord’s Work, Tenant shall reimburse Landlord on a monthly basis, as work is completed in conformity with Landlord’s contract with the general contractor. Landlord agrees to provide Tenant with monthly anticipated cost of design reports which shall include trade schedules. Tenant shall pay all such costs and construction expenses within ten (10) days after receipt of Landlord’s TI Work shall be at Tenant’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application of the Tenant Improvement Allowance in accordance with this Workletter; and (ii) the cost of design and construction of Landlord’s Section 2.3 Work shall be at Landlord’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditionsinvoice therefore. To the extent the estimated entire amount that Landlord is committed to pay (under contracts and obligations in effect from time to time) with respect to Landlord’s TI Work exceeds the net Tenant Improvement Allowance available All amounts payable pursuant to this Workletter, the excess Cost of Improvements for Landlord’s TI Work, over and above the Exhibit by Tenant Improvement Allowance, shall be payable by Tenant on a pro rata basis as illustrated in the diagram attached hereto as Schedule B-4 considered additional rent and incorporated herein by this reference (the “TI Allowance Disbursement Diagram”). To the extent the final net Cost of Improvement with respect to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement of Landlord’s TI Work shall be reimbursed by Tenant to Landlord in cash within thirty (30) days after final completion of Landlord’s TI Work (including any applicable Punch List Work), are subject to the provisions of subparagraph (c) belowthe Lease. Tenant shall not receive any credit, cash or otherwise, for any portion of the Allowance that is not used by the Lease Commencement Date.

Landlord’s Work. Except Landlord’s Work: Landlord agrees, to perform the work (the “Landlord’s Work” or ‘Tenant Improvements”) per the attached quotation prepared by Xxxxxx X. Xxxxxxx Construction Inc (“Construction Contractor”), hereinafter referred to as otherwise expressly provided in this Workletter, the “Final Plan”. Landlord will engage the Construction Contractor and oversee the construction of the improvements described in the Lease or by mutual written agreement Final Plan (the “Tenant Improvements”), Landlord shall be financially responsible for the first $69,727.50 (“TI Allowance”) of Landlord and Tenant, (i) the cost of design the Tenant Improvements and shall use commercially reasonable efforts to manage the construction of Landlord’s TI Work shall be at Tenant’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application installation of the Tenant Improvement Allowance in accordance with this Workletter; and (ii) Improvements such that the cost of design and construction of Landlord’s Section 2.3 Work the same will not exceed the amount quoted by the Construction Contractor as depicted in the Final Plan. Tenant shall be at Landlord’s sole responsible for the cost of the Tenant Improvements in excess of the TI Allowance, and expenseTenant shall reimburse Landlord for any excess upon receipt of the Final Invoice from the Construction Contractor. If Tenant makes any changes to the approved space plan, including any the costs or of such changes will be the responsibility of the Tenant but not in excess of the amount by which the final cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. To the extent the estimated entire amount that Landlord is committed to pay (under contracts and obligations in effect from time to time) with respect to Landlord’s TI Work exceeds the net Tenant Improvement Allowance available pursuant TI Allowance. Notwithstanding anything to this Workletterthe contrary, the excess Cost TI Allowance may be applied to construction costs, permits, Washington State sales tax, architectural fees, telecommunications and data equipment, cabling, security systems, moving costs and a construction management fee to be charged by Landlord and which shall not exceed two percent (2%) of Improvements for Landlord’s TI Work, over and above the cost of the Tenant Improvement Allowance, Improvements. Landlord shall pay the Construction Contractor directly and any other costs payable out of the TI Allowance shall be payable paid by Tenant on a pro rata basis as illustrated in the diagram attached hereto as Schedule B-4 and incorporated herein by this reference (the “TI Allowance Disbursement Diagram”). To the extent the final net Cost of Improvement with respect to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement of Landlord’s TI Work shall be reimbursed by Tenant to Landlord in cash within thirty (30) days after final completion of receipt of written invoice or the date all costs to be paid from the TI Allowance have been submitted to Landlord’s TI Work (including any applicable Punch List Work), subject to the provisions of subparagraph (c) belowwhichever is later.

Landlord’s Work. Except as otherwise expressly provided The “Initial Tenant Work” shall be constructed by Landlord in this Workletteraccordance with, and subject to, the provisions hereof, and shall consist of the work to be described in the Lease Construction Documents prepared pursuant to Section 5.4. The “Substantial Completion Date” shall mean the date on which Landlord has substantially completed the Initial Tenant Work. Landlord shall use reasonable efforts to substantially complete the Initial Tenant Work on or by mutual written agreement before the date (the “Estimated Term Commencement Date”) that is the first day of Landlord and Tenant, the seventh (7th) calendar month following the later of (i) the cost of design and construction of Landlord’s TI Work shall be at and Tenant’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application mutual approval of the Tenant Improvement Allowance in accordance with this Workletter; Construction Documents and (ii) the issuance of the building permit for all of the Initial Tenant Work. In the event that the Substantial Completion Date is delayed beyond the Estimated Term Commencement Date (other than due to a Tenant Delay, as defined below), then the “Estimated Term Commencement Date” set forth in Section 1 of the Lease shall be delayed by one day for each day of such delay by Landlord in achieving the Substantial Completion Date. In addition, Landlord shall perform the base building work described on Exhibit G attached hereto using Building standard materials (the “Base Building Work”). The cost of design and construction of Landlord’s Section 2.3 the Base Building Work shall be performed at Landlord’s sole cost expense. Landlord shall use reasonable efforts to substantially complete the Base Building Work on or before the Estimated Term Commencement Date. In the event that substantial completion of the Base Building Work is delayed beyond the Estimated Term Commencement Date (other than due to any request or other delay caused by an act or omission of Tenant or any person acting under Tenant that shall constitute a Tenant Delay in accordance with Section 5.11 hereof) and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. To to the extent such delay actually delays Tenant’s commencement of occupancy of the estimated entire amount Premises for the regular conduct of its business, then the “Estimated Term Commencement Date” set forth in Section 1 of the Lease shall be deemed to be delayed by one day for each day of such delay by Landlord in the substantial completion of the Base Building Work. For purposes hereof, “substantially complete” and “substantial completion” shall mean that the applicable work by Landlord is committed under this Section 5.3 has been completed (including a temporary or permanent certificate of occupancy (or its equivalent) for the Permitted Use shall have been obtained and delivered to pay (under contracts and obligations Tenant), other than Final Punchlist items to be completed in effect from time to time) accordance with respect to Section 5.9 hereof. The foregoing provisions shall be self-operative, but in confirmation thereof at Landlord’s TI Work exceeds request Tenant shall execute and deliver an instrument confirming the net Tenant Improvement Allowance available pursuant to this Workletterdate on which substantial completion of such work occurred, the excess Cost of Improvements for Landlord’s TI Work, over and above the Tenant Improvement Allowance, shall be payable by Tenant on a pro rata basis as illustrated in the diagram attached hereto as Schedule B-4 and incorporated herein by this reference (the “TI Allowance Disbursement Diagram”). To the extent the final net Cost of Improvement with respect to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus provided that any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement of Landlord’s TI Work shall be reimbursed failure by Tenant to Landlord execute and return such confirmatory instrument (or to provide written objection identifying the elements of the work that Tenant claims must be completed in cash within thirty (30) days after final order to achieve substantial completion of Landlordsuch work) within five (5) Business Days after its delivery to Tenant shall be deemed Tenant’s TI Work (including any acknowledgement that the applicable Punch List Work), subject to work was substantially complete on the provisions of subparagraph (c) belowdate set forth in such instrument.

Landlord’s Work. Except as otherwise expressly provided in this Workletter, in the Lease or by mutual written agreement of Landlord and Tenant, (i) the cost of design and construction of Landlord’s TI Work shall be at Tenant’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application of the Tenant Improvement Allowance in accordance with this Workletter; and (ii) the cost of design and construction of Landlord’s Section 2.3 Work shall be at Landlord’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. To the extent the estimated entire amount that Landlord is committed to pay (under contracts and obligations in effect from time to time) with respect to Landlord’s TI Work exceeds the net Tenant Improvement Allowance available pursuant to this Workletter, the excess Cost of Improvements for Landlord’s TI Work, over and above the Tenant Improvement Allowance, shall be payable by Tenant on a pro rata basis as illustrated in the diagram attached hereto as Schedule B-4 and incorporated herein by this reference (the “TI Allowance Disbursement Diagram”). To the extent the final net Cost of Improvement with respect to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement of Landlord’s TI Work shall be reimbursed by Tenant to Landlord in cash within thirty (30) days after final completion of Landlord’s TI Work (including any applicable Punch List Work), subject to the provisions of subparagraph (ce) below.

Landlord’s Work. Except as otherwise expressly provided in this Workletter, Tenant desires to modify and/or improve the Premises and Expansion Premises with certain tenant improvements (the “Tenant Improvements”) generally set forth in the Lease plan or by mutual written agreement description attached hereto as Schedule “One”. Schedule One may or may not consist of finalized construction drawings, and if Schedule One does not consist of finalized construction drawings, Landlord and Tenant, in conjunction with Landlord’s interior design architects, will prepare plans and schedules and finalize construction drawings (collectively “Plans and Specifications”) depicting the desired Tenant Improvements. The Plans and Specifications shall contain sufficient detail and specificity to allow the planned Tenant Improvements to be bid by applicable contractors. Landlord shall have approval rights of all Plans and Specifications, not to be unreasonably withheld. Subject to the conditions set forth below, Landlord will provide Tenant with an allowance up to but not exceeding $20,000 for improvements to the Premises and Expansion Premises requested by Tenant (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance is meant to be comprehensive to include but not be limited to all of Landlord’s costs and expenses associated with the Tenant Improvements, including but not limited to preparation of the Plans and Specifications, permitting fees, actual construction material and labor, wiring and cabling in and between the Premises and Expansion Premises (hereinafter collectively “Total Construction Costs”). The Tenant Improvement Allowance is an agreed upon maximum reimbursement from Landlord to Tenant of a portion of the Total Construction Costs, and Landlord does not represent or insure that the Tenant Improvement Allowance will cover the Total Construction Costs for the Tenant Improvements. Any portion of the Total Construction Costs that exceed the Tenant Improvement Allowance will be, at the election of Landlord, paid by Tenant either to (i) Landlord, to the cost extent Landlord has paid or is obligated to pay any portion of design such amount, or (ii) to the provider of the goods or services. Tenant hereby agrees to save and construction hold Landlord harmless from any portion of the Total Construction Cost that exceeds the Tenant Improvement Allowance. In the event Landlord is required to pay any portion of the Total Construction Costs that exceed the Tenant Improvement Allowance, as and for additional Rent, Tenant shall reimburse Landlord therefore no later than five (5) days after receipt of an itemized invoice therefore. All Tenant Improvements shall be made and constructed in accordance with all laws and applicable codes, and shall be constructed by Landlord’s contractors (minimum of three contractor bids unless otherwise agreed to by Tenant and Landlord) using materials supplied by suppliers of Landlord’s TI Work choice but commercially competitive. No construction shall commence until all required building permits have been obtained from applicable governmental agencies and until Landlord has reasonably approved the Plans and Specifications. No construction shall commence until Tenant has paid to Landlord (and such funds have cleared), any amount required under any applicable construction contract calling for deposit, progress, performance or similar payments (the “Required Payments”), to the extent the Required Payments exceed any unapplied Tenant Improvement Allowance. Following the commencement of construction of the Tenant Improvements, to the extent Tenant is required to pay any portion of the Required Payments and fails to do so, and notwithstanding Tenant’s obligations to reimburse Landlord for a portion of the Total Constructions Costs as set forth in the prior paragraph, Landlord may in its sole discretion stop construction of the Tenant Improvements, and Landlord’s directions to the applicable contractors to stop construction (i) shall not give Tenant any action or claim against Landlord, nor (ii) shall same cause any delay in the anticipated delivery or commencement date under the Lease, and (iii) if the delivery or commencement date under the Lease is determined by the completion of construction of the Tenant Improvements, then the delivery date or commencement date under the Lease shall be at Tenant’s sole cost deemed the date that the Tenant Improvements are substantially completed and expensea certificate of occupancy by the governing authority has been issued (if required) as otherwise set forth under the Lease, including less the number of days that Tenant failed to pay any costs or cost Required Payments as set forth in this paragraph. Any changes to the Plans and Specifications shall only be made pursuant to written change orders signed by Tenant and Landlord. To the extent any such change order increases incurred as a result the Total Construction Costs beyond the Tenant Improvement Allowance, Tenant shall pay same in accordance with the terms and conditions set forth in the change order. Tenant and Landlord shall diligently deliver to the other copies of Unavoidable Delaysall invoices pertaining to the Tenant Improvements, governmental requirements or unanticipated conditions, subject and shall each pay all invoices required to application be paid per this Amendment. To the extent any unapplied portion of the Tenant Improvement Allowance in accordance with this Workletter; and is not, within one (ii1) month following the cost substantial completion of design and construction the Tenant Improvements, utilized by Tenant or required to be paid by Landlord as set forth above, such portion of Landlord’s Section 2.3 Work shall be at Landlord’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions. To the extent the estimated entire amount that Landlord is committed to pay (under contracts and obligations in effect from time to time) with respect to Landlord’s TI Work exceeds the net Tenant Improvement Allowance shall be forfeited and shall not be further available pursuant from Landlord to this WorkletterTenant. Tenant may utilize the Tenant Improvement Allowance for the remainder of 2006, at such time, any remaining unused amount of the excess Cost Tenant Improvement Allowance shall be forfeited to Landlord. Tenant Improvements shall not include, and the Tenant Improvement Allowance shall not be applied to, any costs associated with Tenant’s moving costs, relocation related expenses, telephone and data communications cabling, movable furniture, works of Improvements art, or other items that are not affixed to the leased Premises and Expansion Premises. All Tenant Improvements, and any other physical alterations and permanent improvements to the Premises and Expansion Premises shall remain the property of Landlord, except for Landlord’s TI Workthose Tenant Improvements, over physical alterations and above permanent improvements that (i) are solely paid for by Tenant and not reimbursed by any portion of the Tenant Improvement Allowance, shall and (ii) consist of furniture, fixtures and equipment and (iii) can be payable by Tenant on a pro rata basis as illustrated in removed from the diagram attached hereto as Schedule B-4 Premises and incorporated herein by this reference (Expansion Premises without damage to the “TI Allowance Disbursement Diagram”). To the extent the final net Cost of Improvement with respect Premises and Expansion Premises that can be repaired at no cost to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement of Landlord’s TI Work shall be reimbursed by Tenant to Landlord in cash within thirty (30) days after final completion of Landlord’s TI Work (including any applicable Punch List Work), subject to the provisions of subparagraph (c) below.

Landlord’s Work. Except as otherwise expressly provided in this WorkletterWorkletter (including, but not limited to, the cost allocations set forth in the Lease Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, (i) the cost of design and construction of Landlord’s TI Work shall be borne by Landlord at Tenant’s its sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application and any bonds, fees, penalties, assessments and costs associated with meeting conditions imposed on the development of the Tenant Improvement Allowance in accordance with this Workletter; Center by applicable governmental agencies (such as, but not limited to, all of the fees and (ii) the cost of design and construction of costs imposed under Landlord’s Section 2.3 Work Development Agreement with the City of South San Francisco, except that Tenant shall be at Landlord’s sole cost responsible for such fees to the extent future fees and expense, including any costs arise solely from or cost increases incurred existing fees and costs are increased solely as a result of Unavoidable DelaysTenant’s Tenant Improvements and/or design or construction changes proposed or requested by Tenant, governmental requirements or unanticipated conditions. To as otherwise mutually agreed by the parties in writing, provided that Tenant shall not be responsible for any bonds, fees, costs or assessments calculated on the basis of the number of vehicle trips generated by the Center or the Building); provided, however, that notwithstanding any other provisions of this Paragraph 4(a), to the extent the estimated entire amount that Landlord is committed Cost of Improvement relating to pay (under contracts and obligations in effect from time to time) with respect to the construction of any item or component of Landlord’s TI Work exceeds the net is increased as a result of any implemented Tenant Improvement Allowance available pursuant to this WorkletterChange Request, the excess Cost amount of Improvements for Landlord’s TI Work, over and above the Tenant Improvement Allowance, shall be payable by Tenant on a pro rata basis as illustrated actual increase in the diagram attached hereto as Schedule B-4 and incorporated herein by this reference (the “TI Allowance Disbursement Diagram”). To the extent the final net Cost of Improvement with respect to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement of Landlord’s TI Work such item or component shall be reimbursed by Tenant to Landlord in cash (which reimbursement shall be paid within thirty fifteen (3015) days after final completion written demand by Landlord, accompanied by reasonable documentation of the increased costs for which reimbursement is claimed) or, by mutual agreement of Landlord and Tenant, may be deducted from Landlord’s TI Work (including any applicable Punch List Work), subject maximum obligation under Paragraph 4(b) with respect to the provisions cost of subparagraph (c) belowthe Tenant Improvements.

Landlord’s Work. Except as otherwise expressly provided in this Workletter, in Landlord shall cause the Lease or by mutual written agreement Architect to prepare and deliver to Tenant one (1) PDF copy and two (2) hardcopies of Landlord the drawings and Tenant, (i) the cost of design and construction of specifications for Landlord’s TI Work based on Schedule 1 (the “Base Building Schematics”), which Base Building Schematics shall comply with applicable laws, ordinances and governmental rules and regulations, including the Americans with Disabilities Act (“ADA”), and include all parking areas, driveways, curbs, sidewalks, utility installations, exterior lighting, landscaping (other than the Outdoor Amenity Space Work (defined below)), and all other on-site and off-site improvements required for the Landlord’s Work; provided, however, that Landlord shall not be at responsible for any noncompliance with Applicable Laws to the extent such noncompliance results from Tenant’s sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application unique use of the Premises. Tenant Improvement Allowance shall review and approve the Base Building Schematics in accordance with this Workletter; and (ii) Section 2.7. Landlord shall use commercially reasonable efforts to cause the cost Architect to deliver to Tenant the Base Building Schematics on or before the date set forth in the Progress Schedule for Landlord's delivery of design and construction the Base Building Schematics. Upon approval of the Base Building Schematics in accordance with Section 2.7, Landlord shall update the Preliminary Total Development Cost Estimate with Landlord’s Section 2.3 Work shall be at Landlord’s sole cost and expense, including any costs or cost increases incurred as a result then-current estimate of Unavoidable Delays, governmental requirements or unanticipated conditions. To the extent Total Development Costs for the estimated entire amount that Landlord is committed to pay (under contracts and obligations in effect from time to time) with respect to Landlord’s TI Work exceeds the net Tenant Improvement Allowance available pursuant to this Workletter, the excess Cost of Improvements for Landlord’s TI Work, over and above the Tenant Improvement Allowance, shall be payable by Tenant on a pro rata basis as illustrated in the diagram attached hereto as Schedule B-4 and incorporated herein by this reference Premises (the “TI Allowance Disbursement DiagramSD Total Development Cost Estimate”). To ; and in the extent event that any line-item in such SD Total Development Cost Estimate exceeds the final net corresponding line-item in the Preliminary Total Development Cost Estimate, Landlord shall provide a reasonably detailed description of Improvement with respect the basis for such increase and if there is an aggregate increase from the Preliminary Total Development Cost Estimate to the SD Total Development Cost Estimate, the SD Total Development Cost Estimate shall be subject to Tenant’s reasonable review and approval, which approval shall be given or withheld within five (5) business days following Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance delivery of the final net SD Total Development Cost of Improvement of Landlord’s TI Work shall be reimbursed by Tenant to Landlord in cash within thirty (30) days after final completion of Landlord’s TI Work (including any applicable Punch List Work), subject to the provisions of subparagraph (c) belowEstimate.

Landlord’s Work. Except as otherwise expressly provided Lessor shall use commercially reasonable efforts to --------------- diligently prosecute and substantially complete in this Worklettera timely manner, in the Lease or by mutual written agreement of Landlord and Tenant, (i) the cost of design and construction of Landlord’s TI Work shall be at Tenant’s Lessor's sole cost and expense, including any costs or cost increases incurred as a result of Unavoidable Delays, governmental requirements or unanticipated conditions, subject to application the improvements of the Tenant Improvement Allowance Project described in accordance with this Workletter; and Exhibit "B-1" attached hereto (ii) the cost of design and construction of Landlord’s Section 2.3 Work shall be at Landlord’s sole cost and expensecollectively, including any costs or cost increases incurred as a result of Unavoidable Delays"Landlord Work"). In addition, governmental requirements or unanticipated conditions. To the extent the estimated entire amount that Landlord is committed Lessor agrees to pay (under contracts and obligations in effect from time to time) with respect to Landlord’s TI Work exceeds Lessee the net Tenant Improvement Allowance available pursuant to this Workletter, the excess Cost of Improvements for Landlord’s TI Work, over and above the Tenant Improvement Allowance, shall be payable by Tenant on a pro rata basis as illustrated amounts specified in the diagram attached hereto as Schedule B-4 and incorporated herein by this reference Exhibit "B-2" in lieu of Lessor's construction or installation of the identified improvements, (the “TI Allowance Disbursement Diagram”"In-Lieu Payments"). To the extent the final net Cost of Improvement with respect to Landlord’s TI Work is not covered by the Tenant Improvement Allowance plus any payments made by Tenant from time to time during the course of construction, the remaining balance of the final net Cost of Improvement of Landlord’s TI Work shall be reimbursed by Tenant to Landlord in cash within thirty (30) days after final written request of Lessee therefor made from and after Lessor's completion of Landlord’s TI Landlord Work, together with reasonably detailed back-up documentation satisfactory to Lessor of such amounts actually incurred by Lessee. The improvements identified on the attached Exhibit "B-2" in connection with the In-Lieu Payments shall be completed by Lessee, at Lessee's sole cost and expense including any amounts in excess of the In- Lieu Payments, as part of the Tenant Improvements Work (including any applicable Punch List Workas defined below), subject . The In-Lieu Payments to be paid by Lessor shall be in addition to the provisions Allowance (as defined and described in the Tenant Improvements Work Letter attached hereto at Exhibit "C" and incorporated by this reference). Lessor shall have no obligation whatsoever with respect to the Tenant Improvements Work, including without limitation, any improvements with respect to which the In-Lieu Payments are made as provided in Exhibit "B-2." Lessor shall complete the Landlord Work in good and workmanlike manner, in lien-free condition, and free of subparagraph (c) belowdefects in materials and workmanship. All references in the Lease to Base Building Work to be completed by Lessor shall be amended to refer to Landlord Work, and Landlord Work shall be strictly limited to the improvements described in the attached Exhibit "B-1."