Common use of Lessee Improvement Allowance Clause in Contracts

Lessee Improvement Allowance. Lessor agrees to provide to Lessee a building improvement allowance in an amount of up to Three Hundred Ninety Seven Thousand Four Hundred Dollars ($397,400.00) (the “Lessee Improvement Allowance”) subject to each and all of the following conditions: (a) The Lessee Improvement Allowance shall be used solely for those improvements to the Premises required for Lessee’s occupancy that are permanent in nature and of a character that adds permanent value to the Building including but not limited to reasonable architectural and engineering expenses, installation and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”). The Lessee Improvement Work shall be subject to approval of Lessor in accordance with the provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniture, fixtures or equipment. (b) The Lessee Improvement Work shall be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing the Lessee Improvement Work, Lessee shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the construction of the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant to the Declaration. (e) Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work orders, invoices, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount of the Lessee Improvement Allowance be paid to the Lessee. (v) Lessee Improvement Work shall be completed no later than October 31, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the Lessee Improvement Allowance held by Lessor as of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement Allowance.

Lessee Improvement Allowance. It is understood that the Lessee's Work will include, but not be limited to, the construction of an addition to the building increasing the size of the building area to approximately 95,886 square feet. Lessee is leasing the building in an as-is condition except that Lessor will remove the existing VAT containing asbestos. Lessor agrees to provide to Lessee a building improvement allowance in an amount of up to Three pay Two Million, Five Hundred Ninety Seven Sixty Thousand Four Hundred and No/100 Dollars ($397,400.002,560,000.00) (which amount includes Washington State sales tax) towards the “construction of Lessee's Work (the "Lessee Improvement Allowance”) subject to each and all of the following conditions: (a) The Lessee Improvement Allowance shall be used solely for those improvements to the Premises required for Lessee’s occupancy that are permanent in nature and of a character that adds permanent value to the Building including but not limited to reasonable architectural and engineering expenses, installation and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”"). The Lessee Improvement Work shall be subject to approval of Lessor will pay all costs associated with Lessee's work in accordance with the provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniture, fixtures or equipment. (b) The Lessee Improvement Work shall be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing the Lessee Improvement Work, Lessee shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule excess of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the construction of the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration)Allowance, if any, established pursuant or at Lessee's option may require Lessor to amortize additional costs of up to $400,000 over the Declaration. (e) Lessor shall not have any obligation to provide term of the Lease at 10-1/2% interest. If the total cost of the Lessee's Work is less than the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work orders, invoices, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000a"Savings"), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid then the monthly base rent will be reduced by Lessee and any other documents necessary for lien free completion of an amount equal to the Lessee Improvement Savings times 10-1/2% divided by 12. The costs associated with Lessee's Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that up the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount of the Lessee Improvement Allowance will be paid by Lessor to Lessee upon receipt of appropriate Draw Requests, signed by both the architect and the contractor, together with lien waivers from the contractor related to all of Lessee. (v) Lessee Improvement Work shall be completed no later than October 31's Work, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or conditioned only upon the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected contractor's payment request. Subject to Lessor's review and mutually approved by approval of the payment request and Lessor's satisfactory inspection of the work, Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay will deliver to Lessee a dual payee check in the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the payment request, made payable to both Lessee Improvement Allowance held by and Lessee's contractor, consultant or vendor. Upon request for final payment to the contractor Lessee will deliver to Lessor as a fully executed Certificate of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement AllowanceSubstantial Completion along with an unconditional lien waiver from Lessee's contractor.

Lessee Improvement Allowance. Lessor agrees Delivery of Premises Condition: Lessor understands that Lessee will need some capital improvements to prepare the Premises for it’s desired use. Lessor will provide to Lessee with a building improvement allowance in an amount of up to Three Hundred Ninety Seven Thousand Four Hundred Dollars ($397,400.00) (the “Lessee Improvement Allowance”) subject to each and all of the following conditions: (a) The Lessee Improvement Allowance of $500,000 for such improvements Lessee deems as necessary. Improvements made up to the $500,000 are to be paid by the Lessor and are to be considered included in the lease rates provided above. Amounts expended in excess of $500,000 will be the responsibility of the Lessee. Lessee will provide Lessor with detailed requests as to improvements requested. Lessor’s approvals for Lessee’s request’s for improvements shall not be unreasonably withheld. Prior to occupancy and or in conjunction with Lessee’s beneficial Occupancy period Lessor shall place all mechanical systems, electrical systems, cranes, plumbing, dock’s, levelers, air exchange units, lights, doors, utilities and HVAC in good working order. Lessor warrants such items to be in good working order for a period of one (1)year, and Lessor shall pay all costs associated with maintenance, repair or replacement of such equipment during the warranty period. Warranty maintenance and repairs on items shall include but not be limited to parts and labor. Lessor at Lessor’s expense shall be used solely for those improvements responsible, prior to occupancy and or during the Premises required beneficial occupancy period, to construct a mutually agreeable firewall that meets all local codes for Lessee’s occupancy that are permanent along the full length of the East side of the Premises, clean/scrub/power wash warehouse floor, deck and interior walls prior to occupancy and deliver the Premises in nature and of a character that adds permanent value to the Building including but not limited to reasonable architectural and engineering expenses, installation and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included mutually agreeable manner customary within the categories set forth on Exhibit “C” attached hereto (“market place. Lessee Improvement Work”). The Lessee Improvement Work agrees that any requested improvements shall be subject specified in writing by Lessee to Lessor and mutually agreed upon after estimates are received and before construction of any improvements begins, provided that Lessor’s approval of Lessor in accordance with the provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may shall not be used unreasonably withheld. Lessor agrees any equipment located on the Premises, including without limitation any cranes, bus duct, etc. will remain on the Premises and will be available for use by the Lessee’s furniture, fixtures or equipment. (b) The Lessee Improvement Work shall . Maintenance of such equipment will be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing the Lessee Improvement Work, Lessee shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule responsibility of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location during the term of the Building where improvements will Lease except during the warranty period as provided above. Such equipment shall be performed, operationally functional at the name commencement and termination of the contractor, phasing of work and total contract price for the Lessee Improvement Worklease. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the construction of the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant to the Declaration. (e) Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work orders, invoices, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount of the Lessee Improvement Allowance be paid to the Lessee. (v) Lessee Improvement Work shall be completed no later than October 31, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the Lessee Improvement Allowance held by Lessor as of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement Allowance.

Lessee Improvement Allowance. Lessor specifically agrees to provide to Lessee a building improvement with an allowance in an amount of up to Three Hundred Ninety Seven Thousand Four Hundred Dollars ($397,400.004.00) per square foot for Expansion Area One (i.e., $14,496.00) (the “Lessee Improvement Allowance”) subject to each be utilized for the installation and/or completion of improvements to the Premises reasonably approved by Lessor (the “Lessee Improvements”). The Lessee Improvements shall be installed and all completed and the Allowance shall be paid in accordance with the requirements of the Lease (including Paragraph 7.3) and the following conditionsrequirements: (a) The Lessee Improvement Allowance shall be used solely in a timely manner pay all costs and expenses for those improvements the Lessee Improvements directly to the Premises required contractors performing such Improvements. At such time as Lessee presents Lessor with verifiable evidence that the contractors performing the Lessee Improvements have been fully paid, Lessor shall reimburse Lessee for Lessee’s occupancy that are permanent in nature and of a character that adds permanent value costs it has incurred, up to the Building including but not limited to reasonable architectural and engineering expenses, installation and distribution amount of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”). The Lessee Improvement Work shall be subject to approval of Lessor in accordance with the provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniture, fixtures or equipment.Allowance; (b) The Lessee Improvement Work Improvements shall be performed in accordance with all applicable municipal requirements by licensed contractors who are approved in advance by Lessor (said approval not to be unreasonably withheld or delayed) and who carry policies of a quality worker’s compensation and quantity consistent with that of a first class research and development (R&D) property.liability insurance in minimum coverage amounts acceptable to Lessor; (c) Prior Lessee shall furnish copies of insurance certificates and/or policies evidencing the required insurance coverage hereunder prior to commencing the Lessee Improvement Work, Lessee Improvements and Lessor shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule of the Lessee Improvement Work providing detailed information be designated as an additional insured on such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work.certificates; and (d) Lessee shall comply with indemnify, defend, protect and hold Lessor harmless from any and all terms costs (including reasonable attorneys’ fees and conditions set forth in the Declaration court costs), losses, expenses, damages and other liabilities arising out of or in connection with the construction Lessee Improvements including, but not limited to, the negligence of Lessee and/or its agents, contractors and employees in making and/or installing the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant to the Declaration. (e) Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work orders, invoices, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used Improvements or Lessee’s failure to pay for the cost making and/or installing of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount of the Lessee Improvement Allowance be paid to the LesseeImprovements. (v) Lessee Improvement Work shall be completed no later than October 31, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the Lessee Improvement Allowance held by Lessor as of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement Allowance.

Lessee Improvement Allowance. Lessor agrees Lessee shall be entitled to provide to Lessee a building one-time lessee improvement allowance in an amount of up to Three Hundred Ninety Seven Thousand Four Hundred Dollars ($397,400.00) (the “"Lessee Improvement Allowance”") subject in the amount of $35.00 per rentable square foot of the Premises (i.e., $1,505,945.00, based on 43,027 rentable square feet in the Premises), for the costs relating to each the design and construction of Lessee's improvements which are permanently affixed to the Premises (the "Lessee Improvements") including the cost of signage (not to exceed $10,000.00) as well as costs relating to internal moving expenses and audiovisual equipment (not to exceed $86,054.00 in the aggregate). In no event shall Lessor be obligated to make disbursements pursuant to this Lessee Work Letter in a total amount which exceeds the Lessee Improvement Allowance; provided, however, so long as the Lessee Improvements have been completed and all Lessee Improvement costs have been paid, and so long as no default exists under the Lease. Within thirty (30) days after the last to occur of the following conditions: (a) The Substantial Completion (as defined herein below), (b) timely payment of any Lessee Improvement Allowance shall be used solely for those improvements to the Premises required for Lessee’s occupancy that are permanent in nature and of a character that adds permanent value to the Building including but not limited to reasonable architectural and engineering expenses, installation and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and suppliesItems, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”). The Lessee Improvement Work shall be subject to approval of Lessor in accordance with the provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniture, fixtures or equipment. (b) The Lessee Improvement Work shall be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing Lessor's receipt of unconditional lien releases from all contractors performing work on the Lessee Improvement WorkImprovements, Lessee shall present to receive a cash payment (the "Cash Payment") from Lessor for Lessor’s review and written approval plans, specifications and a schedule the portion of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the construction of the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant to the Declaration. (e) Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work orders, invoices, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work which is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the Lessee Improvement Allowance Items (as such term is defined below) in an amount up to but not exceeding $15.00 per rentable square foot of the Premises (i.e., up to $645,405.00 based on 43,027 rentable square feet of the Premises), and only to the extent not used to pay the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount FF&E (as such term is defined below). Any portion of the Lessee Improvement Allowance be paid which has not been applied to the Lessee. (v) payment of Lessee Improvement Work Allowance Items (or is not in Lessor's reasonable judgment necessary to pay for Lessee Improvement Allowance Items for work then in process or completed) by the Outside Date (as defined below), shall no longer be completed no later than October 31, 2009 (“Completion Date”) subject available for disbursement to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by benefit of Lessee and Lessor shall have no obligation to enter into perform any contracts for additional work in connection with the Lessee Improvement Work. (h) Lessor Improvements; provided that if Lessee is otherwise entitled to the Cash Payment, then to the extent the Cash Payment has not been made by the Outside Date, that Cash Payment shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject be disbursed to Lessee’s full and complete satisfaction of . As used in this Section 2.1, the provisions of this Paragraph 60term "Outside Date" initially means December 31, inclusive of delivery to Lessor of all materials to 2015, but shall be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoingextended by one day for each day beyond December 31, any unused amount 2015, that Substantial Completion of the Lessee Improvement Allowance held by Lessor Improvements is delayed for any reason other than a Lessee Delay (as of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement Allowancedefined below).

Lessee Improvement Allowance. Lessor agrees to shall provide to Lessee TTPU a building tenant improvement allowance in an amount of up to Three Hundred Ninety Seven Thousand Four Hundred Forty Dollars ($397,400.0040.00) per rentable square foot (the “Lessee Improvement Allowance”) subject to each and all of the following conditions: (a) The Lessee Improvement Allowance shall be used solely for those improvements to the Premises required for Lessee’s occupancy that are permanent in nature and of a character that adds permanent value to the Building including but not limited to reasonable architectural and engineering expenses, installation and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”). The Lessee Improvement Work shall be subject to approval of Lessor in accordance with the provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniture, fixtures or equipment. (b) The Lessee Improvement Work shall be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing the Lessee Improvement Work, Lessee shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of applied toward the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the construction of the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant to the Declaration. (e) Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft actual costs actually incurred by Lessee Lessor for the Lessee Improvement Work on the terms and conditions provided for in the Work Agreement attached to this Lease as Exhibit X. Xxxxxx will deliver space in “warm shell” condition. The definition of the shell condition for space to be delivered and ready for tenant improvements is defined as follows: Electrical service shall be distributed to each floor’s electrical room and includes Seven (7) xxxxx per rentable square foot for tenant’s use, not including copies HVAC and tenant standard lighting, zones are installed with maximum zones range of all work orders1,500 square feet, invoicesunits to be installed are 20 fan coil units, contracts together with evidence Fire sprinkler system distributed at a ratio of payment thereof 130 square feet per head throughout the space ready for expansion and any other documents reasonably requested adjustment to drop heads when ceiling is installed, All exterior columns, exterior walls, and window walls to be dry-walled and completed by Lessor, taped and ready for wall finishes, Building electrical rooms shall be provided and completed by Lessor, Finished common area restrooms shall be provided by Lessor complete with fixtures, partitions, floor coverings, etc., Ceiling grid and that tiles not to exceed 2’x4’ shall be provided to space by Lessor. Installation of tees and pads is paid from Tenant Improvement Allowance, Lessor to provide and install one parabolic 2x4 LED troffers light fixture per every 150 rentable square feet, Building standard window blinds will be provided on all exterior windows, Building standard front entry door to be installed. Lessor will provide an additional tenant improvement allowance at the aggregate amount actually expended and paid by Lessee beginning of the fifteenth year of the lease term, should Parties agree to Extension Period outlined in Section 3.2, of Four Dollars ($4.00) per rentable square foot to refresh Lessee’s space. If the costs for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of under the Work Agreement exceed the Lessee Improvement Work have been obtained from all contractorsAllowance, subcontractors and materialmen. if such costs are not the result of defective or inadequate design by Lessor, TTPU shall be solely responsible for such excess costs (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any “Excess Costs”). Any unused amount portion of the Lessee Improvement Allowance be paid shall revert to and become the Lessee. (v) Lessee Improvement Work sole property of Lessor, and shall be completed no later than October 31used to offset Base Rent, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the Lessee Improvement Allowance held by Lessor as of December 31, 2009 shall be retained by Lessor and Lessee TTPU shall have no further right to utilize such portion. Construction costs resulting from defective or request such unused portion of the Lessee Improvement Allowanceinadequate design by Lessor shall be paid by Lessor.

Lessee Improvement Allowance. Lessee has agreed to make certain Lessee improvements to the Demised Premises, including the Expansion Space, and to install electronic locks with card readers to the 6th and 7th floor fire stairwell doors (as completed, the “Lessee Improvements”), subject to Lessor’s approval rights set forth in Article 8 of the Lease, including, without limitation, Lessor’s approval of plans and contractors. Subject to the following, Lessor agrees that so long as the Lessee has maintained and continues to provide maintain the Lease without the occurrence of a default not cured within any applicable grace or cure period, no event has occurred which with the passage of time and/or the giving of notice, or either, would constitute a default, and Lessee is then occupying the Premises and paying rent (the “Allowance Requirements”), Lessee shall be entitled to a Lessee a building improvement allowance in an amount of up to Three Hundred Ninety Seven Thousand Four Hundred Dollars ($397,400.00) (the “Lessee Improvement Allowance”) subject as follows: an amount which is the lesser of (a) an aggregate total of $29,720.00, or (b) one hundred percent (100%) of the out-of-pocket payments to each third parties for “Reimbursable Improvements” (as hereinafter defined). As used herein, “Reimbursable Improvements” are such of the Lessee Improvements as Lessor specifically approves that previously have not been included in a “Request” (as hereinafter defined). To obtain an allowance, Lessee shall submit a request for reimbursement accompanied by the following documents (a “Request”) to Lessor no more often than monthly: (x) previously un-submitted payment receipts for payments to third-party contractors or suppliers for all or any portion of the Reimbursable Improvements; (y) lien waivers from the parties supplying the invoices; and (z) Lessee’s certifications that (i) the Reimbursable Improvements for which Lessee is requesting reimbursement were completed to Lessee’s satisfaction, (ii) no portion of the amount being requested has been previously reimbursed, and (iii) Lessee is otherwise entitled to the requested reimbursement. Within the thirty (30) days next after the date of Lessor’s receipt of a Request, provided Lessee continues to satisfy the Allowance Requirements on the date for payment and the Request is received before July 31, 2008, and except to the extent (if at all) that Lessor reasonably determines that some or all of the following conditions: requested reimbursement was not reasonably incurred for Reimbursable Improvements and so notifies Lessee within the ten (a10) The business days next after receipt of the Request, the amount requested (or, the amount not objected to by Lessor) shall be deemed approved and Lessor shall pay that amount to Lessee. Any cost for the Lessee Improvements in excess of the Lessee Improvement Allowance shall be used solely for those improvements to the Premises required for payable at Lessee’s occupancy that are permanent in nature sole cost and of a character that adds permanent value to the Building including but not limited to reasonable architectural and engineering expenses, installation and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, expense. All such construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”). The Lessee Improvement Work work shall be subject to approval of Lessor in accordance with the other terms and provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniturethe Lease, fixtures or equipmentincluding without limitation the terms of Article 8. (b) The Lessee Improvement Work shall be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing the Lessee Improvement Work, Lessee shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the construction of the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant to the Declaration. (e) Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work orders, invoices, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount of the Lessee Improvement Allowance be paid to the Lessee. (v) Lessee Improvement Work shall be completed no later than October 31, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the Lessee Improvement Allowance held by Lessor as of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement Allowance.

Lessee Improvement Allowance. Lessor agrees to provide to Lessee a building improvement allowance in an amount of shall contribute up to Three Hundred Ninety Seven Thousand Four Hundred Dollars $225,000 ($397,400.00) (the “Lessee "Tenant Improvement Allowance”") subject towards the actual, out of pocket cost of Lessee's required improvements, which improvements shall be fixtures permanently attached to each and all of the following conditions: (a) The Lessee Premises. All tenant improvements paid for with the Tenant Improvement Allowance shall be used solely for those the sole property of Lessor. Lessee acknowledges and agrees that a material consideration to Lessor to enter into this Lease is Lessee's agreement to spend at least $200,000 on improvements to the Premises required that will constitute fixtures permanently attached to the Premises and which shall be and remain the sole property of Lessor ("Lessee's Contribution"). Any improvements costing in excess of the amount of the aggregate of the Tenant Improvement Allowance and the Lessee's Contribution shall be Lessor's sole property unless the same constitute Trade Fixtures which Lessor and Lessee agree to include on the Equipment List (as defined below) during the process of approving the plans and specifications for Lessee’s occupancy 's work. Lessee agrees to accept the Premises "As-Is, Where-Is" and that are permanent all improvement costs in nature excess of the $225,000.00 shall be the responsibility of Lessee. Lessee acknowledges that the parties expect that the cost of Lessee's improvements will exceed the Tenant Improvement Allowance by at least the amount of Lessee's Contribution. Lessee's improvements will include architectural fees, planning fees, permits, all construction work and of a character that adds permanent value any work necessary to bring the Building into compliance with any Applicable Laws, including but the Americans With Disabilities Act and Title 24 Regulations. Lessee shall be responsible for the proper design and construction of all improvements, including obtaining all necessary permits. Lessee shall submit all preliminary and construction drawings to Lessor for Lessor's review and approval, which approval shall not limited be unreasonably withheld or delayed. Lessor shall have the right to reasonable architectural approve Lessee's contractor for construction of the improvements, which approval shall not be unreasonably withheld or delayed. Lessee shall obtain, or cause its contractor to obtain, payment and engineering expenses, installation performance bonds reasonably acceptable to Lessor. Lessee shall be required to comply with all Applicable Laws and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”). The Lessee Improvement Work shall be subject to approval of Lessor in accordance and required to comply with the provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furnitureto the Lease, fixtures or equipment. (b) The Lessee Improvement Work shall be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing the Lessee Improvement Workincluding Section 7.3, Lessee shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the construction of the improvements. During the period of Early Possession, Lessee Improvement Work, including, without limitation, obtaining all necessary approvals may proceed with construction of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant improvements subject to the Declaration. provisions of this Lease. Lessee agrees to diligently proceed with and complete such improvements as soon as practicable and in a good and workmanlike manner. Lessee's improvements shall be deemed to be "Substantially Complete" when the Premises are sufficiently complete to obtain a temporary certificate of occupancy (eor its functional equivalent) from the City of San Diego. Lessee shall submit to Lessor promptly after Substantial Completion of Lessee's improvements invoices and other reasonable evidence of such costs. Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by reimburse Lessee for the Lessee Improvement Work including copies of all work orderssuch costs, invoicesup to $225,000, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount of the Lessee Improvement Allowance be paid to the Lessee. (v) Lessee Improvement Work shall be completed no later than October 31, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full delivery of such invoices and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the Lessee Improvement Allowance held by Lessor as of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement Allowanceother evidence.

Lessee Improvement Allowance. Subject to Lessee’s compliance with the provisions of this Amendment and the Lease, Lessor agrees to shall provide to Lessee a building improvement an allowance in an the amount of up to Three Six Hundred Ninety Seven Thousand Four Hundred and zero/00 Dollars ($397,400.00600,000.00) (the “Lessee Improvement TI Allowance”) subject to each construct and all install only improvements and upgrades to the two buildings which constitute the Building (“Alterations”) and which have been approved in writing by Lessor pursuant to this Amendment which approval shall not be unreasonably withheld or delayed. The Alterations shall include, but not necessarily be limited to, new carpet and paint, wall coverings, ceiling tiles and ceiling finishes, bathroom repairs and upgrades in both the front office building and the administrative area and shop offices and restrooms of the following conditions: (a) rear manufacturing building and repair of broken or aging sprinkler system backflow devices. Additionally, Lessee may use a portion of the TI Allowance on the replacing of old and inefficient roof top air handlers, HVAC equipment, and blowers with new, more energy efficient models and hiring an engineer to investigate the load capacity of the storage mezzanine in the manufacturing area of the Building and a portion of the TI allowance not to exceed $50,000 for a backup electrical generator which shall be the property of Lessor at the end of the Term, Extended Term or earlier termination of the Lease. The Lessee Improvement TI Allowance shall be used solely to design, prepare, plan, obtain the approval of, construct and install the Alterations and for those improvements no other purpose. Except as otherwise expressly provided herein, Lessor shall have no obligation to contribute the Premises required for Lessee’s occupancy that are permanent TI Allowance unless and until the Alterations have been completed in nature a good and workmanlike manner in lien free condition and evidence of a character that adds permanent value same reasonably satisfactory to the Building including Lessor has been received by Lessor to include, but not be limited to reasonable architectural (a) receipt by Lessor of unconditional mechanics’ lien releases from the contractor and engineering expensesall subcontractors, installation labor suppliers and distribution of HVAC in warehouse materialmen for the Alterations completed by the contractor, subcontractors, labor suppliers and lab areasmaterialmen and for which Lessee seeks funds from the TI Allowance to pay for such Alterations, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”). The Lessee Improvement Work shall be subject to approval of Lessor in accordance with the provisions of Paragraph 7.3(b) and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniture, fixtures or equipment. (b) The Lessee Improvement Work shall be receipt by Lessor of a quality any and quantity consistent with that of a first class research all documentation reasonably required by Lessor detailing the Alterations have been completed and development (R&D) property. (c) Prior to commencing the Lessee Improvement Work, Lessee shall present to Lessor for Lessor’s review materials and written approval plans, specifications and a schedule supplies used as of the Lessee Improvement Work providing detailed information such as make, model and specifications date of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price Lessee’s request for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the construction of the Lessee Improvement Workprogress payment, including, without limitation, obtaining all necessary approvals invoices, bills, or statements for the Alterations completed and the materials and supplies used, and (c) completion by Lessor or Lessor’s agents of any inspections of the Alterations completed and materials and supplies used as deemed reasonably necessary by Lessor. The TI Allowance progress payments shall be paid to Lessee Improvement Work within fourteen (14) days from the satisfaction of the conditions set forth in the immediately preceding sentence. Should the total cost of constructing the Alterations be less than the TI Allowance, the TI Allowance shall be automatically reduced to the amount equal to said actual cost. Notwithstanding the foregoing or anything to the contrary, the TI Allowance shall only be paid by the Architectural CommitteeLessor to Lessee for Alterations completed by Lessee, and complying for which Lessee has complied with all Architectural Standards items (as defined in a) and (b) above, between full execution of this Amendment and December 31, 2009 (“TI Completion Period”). To the Declaration)extent that Alterations are not completed during the TI Completion Period, if any, established pursuant to the Declaration. (e) Lessor shall not have any obligation to provide pay, nor shall Lessee have any right to receive, the TI Allowance. If the Lease is terminated prior to the date on which the Alterations are completed, for any reason due to the default of Lessee Improvement Allowance unless all of hereunder or under the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work ordersLease, invoices, contracts together with evidence of payment thereof and in addition to any other documents reasonably requested remedies available to Lessor under the Lease, Lessee shall pay to Lessor as additional rent under the Lease, within five (5) days of receipt of a statement therefor, any and all costs incurred by Lessor and that the aggregate amount actually expended and not reimbursed or otherwise paid by Lessee for through the Lessee Improvement Work is date of termination in connection with the Alterations to the extent planned, installed and/or constructed as of such date of termination, including, but not less than Two Million Dollars ($2,000,000)limited to, exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of costs related to the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies removal of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will or any unused amount of the Lessee Improvement Allowance be paid to the Lessee. (v) Lessee Improvement Work shall be completed no later than October 31, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the Lessee Improvement Allowance held by Lessor as of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement AllowanceAlterations and restoration costs related thereto.

Lessee Improvement Allowance. Lessor agrees to shall provide to Lessee with a building improvement allowance in an amount Lessee Improvement Allowance of up to Three Hundred Ninety Seven Thousand Four Hundred Dollars $5.00 per square foot ($397,400.0056,750.00) (to improve the “Lessee Improvement Allowance”) subject to each and all of the following conditions: (a) The Premises. This Lessee Improvement Allowance shall be used solely for those by Lessee to recarpet, repaint and/or remodel the Premises. Such Lessee Improvements will be based upon a space plan mutually acceptable to Lessor and Lessee. Lessee Improvement costs to the Premises in excess of this Lessee Improvement Allowance will be at Lessee's sole cost and expense. All improvements to the Premises required for Lessee’s occupancy that are permanent in nature and of a character that adds permanent value shall conform to the Building including but not limited provisions of Exhibit G, Work Letter Agreement. In addition to reasonable architectural and engineering expenses, installation and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“this Lessee Improvement Work”Allowance, Lessor shall be responsible for the cost of demolishing the Premises as provided in the Construction Drawings and providing American with Disabilities Act improvements to the Premises as reasonably required by the City of Beaverton, Oregon. EXHIBIT F FLOOR PLAN OF RIGHT OF FIRST OFFER SPACE To Lease made on this 20 day of March, 1996, between Commercial Real Estate Company, L.L.C., a Washington limited liability company (the "Lessor") and CheckFree Corporation, an Oregon corporation, (the "Lessee"). The Premises of approximately 32,000 Square Feet as outlined below. Lessee and Lessor acknowledge the approximate nature of this Square Foot Calculation. [XXXXXX BUSINESS CENTER - First Floor Plan Graphic] EXHIBIT G WORK LETTER AGREEMENT To Lease made on this 20 day of March , 1996, between Commercial Real Estate Company, L.L.C., a Washington limited liability company (the "Lessor") and CheckFree Corporation, an Ohio corporation (the "Lessee"). 1. Lessor shall, at its expense, at a total cost not to exceed Fifty-six Thousand Seven Hundred Fifty and No/100 Dollars ($56,750.00), complete the construction of the improvements to the Premises as described and delineated in a space plan mutually acceptable to Lessor and Lessee, as provided by Lessee. Lessee Improvement Work Costs to the Premises in excess of this Lessee Improvement Allowance of $56,750.00 shall be Lessee's responsibility. Lessor shall cause to be prepared final drawings ("Construction Drawings") for the Lessee Improvements that are consistent with and are logical evolutions of the space plans. As soon as such Construction Drawings are completed, Lessor shall deliver the same to Lessee for approval. Lessee shall promptly review and approve the Construction Drawings within two (2) days after the date of receipt thereof and shall initial two (2) copies of the Construction Drawings as indication of its approval thereof. Lessee's approval of the Construction Drawings shall constitute Lessor's authorization to complete the Lease Improvements in accordance with such Construction Drawings. If Lessee shall request any change in the Construction Drawings, Lessor shall promptly notify Lessee in writing of the additional costs of construction of the Lessee Improvements required by such change, and Lessee shall accompany its approval of the Construction Drawings with a check made payable to Lessor in the amount of the authorized excess costs. If Lessor does not receive written authorization, and Lessee's check for any additional costs incurred as a result of Lessee's request for changes in the Construction Drawings, within three (3) business days after the date of receipt of notice from Lessor of the additional cost of construction required by such change, then Lessor may, at its option, terminate the Lease by giving written notice of such termination to Lessee. If Lessor does not elect to terminate the Lease, Lessor shall not be obligated to commence work on the Premises, and Lessee shall be charged withany delay in completion of the Premises. 2. Lessee is responsible for the suitability of the design and function of the Lessee Improvements for Lessee's needs and business. Lessee shall also be responsible for procuring or installing in the Premises any trade fixtures, equipment, furniture, furnishings, telephone equipment or other personal property (collectively, "Personal Property") to be used in the Premises by Lessee, and the cost of such Personal Property shall be paid by Lessee. Lessee shall conform to the Building's wiring standards in installing any telephone and computer equipment and shall be subject to approval of Lessor in accordance with the provisions of Paragraph 7.3(b) any and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniture, fixtures or equipment. (b) The Lessee Improvement Work shall be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing the Lessee Improvement Work, Lessee shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule all rules of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth in the Declaration in connection with the site during construction of the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant to the DeclarationImprovements. (e) Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work orders, invoices, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount of the Lessee Improvement Allowance be paid to the Lessee. (v) Lessee Improvement Work shall be completed no later than October 31, 2009 (“Completion Date”) subject to unavoidable delays beyond Lessee’s control, force majeure and acts of God. In such event the Completion Date will be extended on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment of Rent by Lessee. (f) The contractor for the Lessee Improvement Work shall be selected and mutually approved by Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall pay to Lessee the Lessee Improvement Allowance within thirty (30) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d). Notwithstanding the foregoing, any unused amount of the Lessee Improvement Allowance held by Lessor as of December 31, 2009 shall be retained by Lessor and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement Allowance.

Lessee Improvement Allowance. Lessor agrees to provide to shall be responsible for bearing all costs and expenses of completing the Lessee a building improvement allowance in an amount of Improvements up to Three Hundred Ninety Seven Thousand Four Hundred Dollars a maximum of $15.00 per rentable square foot of the Premises ($397,400.00645,000.00) (the “"Lessee Improvement Allowance”) subject to each and all of the following conditions: (a) The Lessee Improvement Allowance shall be used solely for those improvements to the Premises required for Lessee’s occupancy that are permanent in nature and of a character that adds permanent value to the Building including but not limited to reasonable architectural and engineering expenses, installation and distribution of HVAC in warehouse and lab areas, additional electrical power panels and distribution, demolition and reconfiguration of interior offices, installation of ESD flooring in production areas, reasonable design fees, permit fees, construction material and supplies, and amounts paid to contractors and subcontractors or are included within the categories set forth on Exhibit “C” attached hereto (“Lessee Improvement Work”"). The Lessee Improvement Work shall be subject to approval of Lessor in accordance with the provisions of Paragraph 7.3(b) All costs and 60.(c). The Lessee Improvement Allowance may not be used for Lessee’s furniture, fixtures or equipment. (b) The Lessee Improvement Work shall be of a quality and quantity consistent with that of a first class research and development (R&D) property. (c) Prior to commencing the Lessee Improvement Work, Lessee shall present to Lessor for Lessor’s review and written approval plans, specifications and a schedule expenses of the Lessee Improvement Work providing detailed information such as make, model and specifications of equipment to be installed, quantities, unit pricing, specific location of the Building where improvements will be performed, the name of the contractor, phasing of work and total contract price for the Lessee Improvement Work. (d) Lessee shall comply with all terms and conditions set forth Improvements in the Declaration in connection with the construction of the Lessee Improvement Work, including, without limitation, obtaining all necessary approvals of the Lessee Improvement Work by the Architectural Committee, and complying with all Architectural Standards (as defined in the Declaration), if any, established pursuant to the Declaration. (e) Lessor shall not have any obligation to provide the Lessee Improvement Allowance unless all of the following conditions are met: (i) Lessor shall have received written verification of all hard and soft costs actually incurred by Lessee for the Lessee Improvement Work including copies of all work orders, invoices, contracts together with evidence of payment thereof and any other documents reasonably requested by Lessor and that the aggregate amount actually expended and paid by Lessee for the Lessee Improvement Work is not less than Two Million Dollars ($2,000,000), exclusive of said Improvement Allowance. (ii) Lessor shall have received written verification that all lien releases, waivers, copies of checks paid by Lessee and any other documents necessary for lien free completion of the Lessee Improvement Work have been obtained from all contractors, subcontractors and materialmen. (iii) Lessor shall have received copies of all permits, consents, approvals, inspection sign-offs and other documents necessary to confirm that the Lessee Improvement Work has been constructed in accordance with all Applicable Requirements and approved as to occupancy. (iv) Lessee Improvement Allowance may only be used to pay for the cost of the Lessee Improvement Work agreed to by Lessor and Lessee in advance and, under no circumstances, will any unused amount excess of the Lessee Improvement Allowance be paid to (the Lessee. (v"Excess") Lessee Improvement Work shall be completed no later than October 31payable by Lessee to Lessor upon ten (10) days' written notice from Lessor, 2009 accompanied by reasonable documentation evidencing the Excess. Upon completion of Lessor's Work, Lessee shall have the right to audit Lessor's books and records with regard thereto, and if such audit reveals an overpayment of the actual Excess (“Completion Date”) subject to unavoidable delays beyond Lessee’s controlbased upon actual invoices and paid receipts), force majeure and acts of God. In any such event the Completion Date overage will be extended credited against amounts next becoming due under the Lease. The Lessee Improvements Contract shall contain cost savings provisions whereby any savings in the cost of Lessee's Improvements below $15.00 per rentable square foot are shared forty percent (40%) by the contractor and sixty percent (60%) by Lessor ("Lessor's Portion"). Lessor and Lessee agree to share Lessor's Portion of such savings as follows: for Lessor's Portion of savings up to One and 50/100 Dollars ($1.50) per rentable square foot of the Premises, Lessor will pay to Lessee on a day-for-day basis for each day of delay; provided, however, that no such delay shall delay the Commencement Date or the payment seventy-five percent (75%) of Rent by Lessee. such Lessor's Portion, and for Lessor's Portion of savings in excess of One and 50/100 Dollars (f$1.50) The contractor for the Lessee Improvement Work shall be selected and mutually approved by per rentable square foot, Lessor and Lessee, such approval not to be unreasonably withheld, conditioned or delayed. (g) All contracts for the Lessee Improvement Work shall be entered into by Lessee and Lessor shall have no obligation to enter into any contracts for the Lessee Improvement Work. (h) Lessor shall will pay to Lessee on or before the Lessee Improvement Allowance within thirty Commencement Date fifty percent (3050%) days after Lessee’s written request therefor subject to Lessee’s full and complete satisfaction of the provisions of this Paragraph 60, inclusive of delivery to Lessor of all materials to be delivered to Lessor pursuant to subparagraph 60.(d)such savings. Notwithstanding the foregoingforegoing to the contrary, any unused amount solely for the purpose of calculating the Lessee Improvement Allowance held by Lessor as of December 31cost savings described above, 2009 shall change orders during construction will be retained by Lessor excluded on both the cost side and Lessee shall have no further right to utilize or request such unused portion of the Lessee Improvement Allowancesavings side.