Common use of Lessee Improvement Allowance Clause in Contracts

Lessee Improvement Allowance. Lessor shall be responsible for bearing all costs and expenses of completing the Lessee Improvements up to a maximum of $15.00 per rentable square foot of the Premises ($645,000.00) ("Lessee Improvement Allowance"). All costs and expenses of the Lessee Improvements in excess of the Lessee Improvement Allowance (the "Excess") shall be payable by Lessee to Lessor upon ten (10) days' written notice from Lessor, 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 (based upon actual invoices and paid receipts), any such overage will be 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 the Commencement Date seventy-five percent (75%) of such Lessor's Portion, and for Lessor's Portion of savings in excess of One and 50/100 Dollars ($1.50) per rentable square foot, Lessor will pay to Lessee on or before the Commencement Date fifty percent (50%) of such savings. Notwithstanding the foregoing to the contrary, solely for the purpose of calculating the cost savings described above, change orders during construction will be excluded on both the cost side and the savings side.

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 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 responsible entitled to a Lessee improvement allowance (the “Lessee Improvement Allowance”) 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 third parties for bearing all costs and expenses “Reimbursable Improvements” (as hereinafter defined). As used herein, “Reimbursable Improvements” are such of completing the Lessee Improvements up 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 a maximum of $15.00 per rentable square foot 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 Premises Reimbursable Improvements; ($645,000.00y) lien waivers from the parties supplying the invoices; and ("z) Lessee’s certifications that (i) the Reimbursable Improvements for which Lessee Improvement Allowance")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. All costs 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 expenses 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 requested reimbursement was not reasonably incurred for Reimbursable Improvements and so notifies Lessee within the ten (10) 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 (the "Excess") shall be payable by Lessee at Lessee’s sole cost and expense. All such construction work shall be subject to Lessor upon ten (10) days' written notice from Lessor, accompanied by reasonable documentation evidencing the Excess. Upon completion of Lessor's Work, Lessee shall have the right to audit Lessor's books other terms and records with regard thereto, and if such audit reveals an overpayment provisions of the actual Excess (based upon actual invoices and paid receipts)Lease, any such overage will be credited against amounts next becoming due under including without limitation the Lease. The Lessee Improvements Contract shall contain cost savings provisions whereby any savings in the cost terms 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 the Commencement Date seventy-five percent (75%) of such Lessor's Portion, and for Lessor's Portion of savings in excess of One and 50/100 Dollars ($1.50) per rentable square foot, Lessor will pay to Lessee on or before the Commencement Date fifty percent (50%) of such savings. Notwithstanding the foregoing to the contrary, solely for the purpose of calculating the cost savings described above, change orders during construction will be excluded on both the cost side and the savings sideArticle 8.

Lessee Improvement Allowance. Lessor shall be responsible Delivery of Premises Condition: Lessor understands that Lessee will need some capital improvements to prepare the Premises for bearing all costs and expenses it’s desired use. Lessor will provide Lessee with a Lessee Improvement Allowance of completing the $500,000 for such improvements Lessee deems as necessary. Improvements made up to a maximum of the $15.00 per rentable square foot of 500,000 are to be paid by the Premises ($645,000.00) ("Lessee Improvement Allowance")Lessor and are to be considered included in the lease rates provided above. All costs and expenses of the Lessee Improvements Amounts expended in excess of $500,000 will be the responsibility of the Lessee. Lessee Improvement Allowance 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 "Excess") 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 payable responsible, prior to occupancy and or during the beneficial occupancy period, to construct a mutually agreeable firewall that meets all local codes for Lessee’s occupancy 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 a mutually agreeable manner customary within the market place. Lessee agrees that any requested improvements shall be specified in writing by Lessee to Lessor and mutually agreed upon ten (10) days' written notice from after estimates are received and before construction of any improvements begins, provided that Lessor, accompanied by reasonable documentation evidencing the Excess. Upon completion of Lessor's Work, Lessee ’s approval 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 (based upon actual invoices and paid receipts), any such overage will not be 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")unreasonably withheld. 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 agrees any equipment located on the Premises, Lessor including without limitation any cranes, bus duct, etc. will pay to Lessee remain on the Commencement Date seventy-five percent (75%) Premises and will be available for use by the Lessee. Maintenance of such Lessor's Portion, and for Lessor's Portion of savings in excess of One and 50/100 Dollars ($1.50) per rentable square foot, Lessor will pay to Lessee on or before the Commencement Date fifty percent (50%) of such savings. Notwithstanding the foregoing to the contrary, solely for the purpose of calculating the cost savings described above, change orders during construction equipment will be excluded on both the cost side responsibility of the Lessee during the term of the Lease except during the warranty period as provided above. Such equipment shall be operationally functional at the commencement and termination of the savings sidelease.

Lessee Improvement Allowance. Lessor Lessee shall be responsible entitled to a one-time lessee improvement allowance (the "Lessee Improvement Allowance") 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 bearing all the costs relating to 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 of completing 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 (a) Substantial Completion (as defined herein below), (b) timely payment of any Lessee Improvement Allowance Items, and (c) Lessor's receipt of unconditional lien releases from all contractors performing work on the Lessee Improvements, Lessee shall receive a cash payment (the "Cash Payment") from Lessor for the portion of the Lessee Improvement Allowance which is not used to pay for the Lessee Improvement Allowance Items (as such term is defined below) in an amount up to a maximum of but not exceeding $15.00 per rentable square foot of the Premises (i.e., up to $645,000.00) 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 FF&E ("Lessee Improvement Allowance"as such term is defined below). All costs and expenses of the Lessee Improvements in excess Any portion of the Lessee Improvement Allowance which has not been applied to payment of Lessee Improvement Allowance Items (the "Excess") shall be payable by Lessee to Lessor upon ten (10) days' written notice from Lessor, accompanied by reasonable documentation evidencing the Excess. Upon completion of or is not in Lessor's Work, reasonable judgment necessary to pay for 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 (based upon actual invoices and paid receipts), any such overage will be credited against amounts next becoming due under the Lease. The Lessee Improvements Contract shall contain cost savings provisions whereby any savings Improvement Allowance Items for work then in the cost of Lessee's Improvements below $15.00 per rentable square foot are shared forty percent (40%process or completed) by the contractor Outside Date (as defined below), shall no longer be available for disbursement to or for the benefit of Lessee and sixty percent (60%) Lessor shall have no obligation to perform any additional work in connection with the Lessee Improvements; provided that if Lessee is otherwise entitled to the Cash Payment, then to the extent the Cash Payment has not been made by Lessor (the Outside Date, that Cash Payment shall be disbursed to Lessee. As used in this Section 2.1, the term "Lessor's Portion"). Lessor and Lessee agree to share Lessor's Portion of such savings as follows: Outside Date" initially means December 31, 2015, but shall be extended by one day for Lessor's Portion of savings up to One and 50/100 Dollars ($1.50) per rentable square foot each day beyond December 31, 2015, that Substantial Completion of the Premises, Lessor will pay to Lessee on the Commencement Date seventy-five percent Improvements is delayed for any reason other than a Lessee Delay (75%) of such Lessor's Portion, and for Lessor's Portion of savings in excess of One and 50/100 Dollars ($1.50) per rentable square foot, Lessor will pay to Lessee on or before the Commencement Date fifty percent (50%) of such savings. Notwithstanding the foregoing to the contrary, solely for the purpose of calculating the cost savings described above, change orders during construction will be excluded on both the cost side and the savings sideas defined below).

Lessee Improvement Allowance. Subject to Lessee’s compliance with the provisions of this Amendment and the Lease, Lessor shall provide to Lessee an allowance in the amount of Six Hundred Thousand and zero/00 Dollars ($600,000.00) (the “TI Allowance”) to construct and 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 responsible for bearing all costs unreasonably withheld or delayed. The Alterations shall include, but not necessarily be limited to, new carpet and expenses of completing paint, wall coverings, ceiling tiles and ceiling finishes, bathroom repairs and upgrades in both the Lessee Improvements up to a maximum of $15.00 per rentable square foot front office building and the administrative area and shop offices and restrooms of the Premises ($645,000.00) ("rear manufacturing building and repair of broken or aging sprinkler system backflow devices. Additionally, Lessee Improvement Allowance"). All costs and expenses may use a portion of the Lessee Improvements in excess 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 Lessee Improvement Allowance (storage mezzanine in the "Excess") 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 payable by Lessee to the property of Lessor upon ten (10) days' written notice from Lessor, accompanied by reasonable documentation evidencing at 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 end of the actual Excess (based upon actual invoices and paid receipts)Term, any such overage will be credited against amounts next becoming due under Extended Term or earlier termination of the Lease. The Lessee Improvements Contract TI Allowance shall contain cost savings provisions whereby any savings be used to design, prepare, plan, obtain the approval of, construct and install the Alterations and for no other purpose. Except as otherwise expressly provided herein, Lessor shall have no obligation to contribute the TI Allowance unless and until the Alterations have been completed in the cost a good and workmanlike manner in lien free condition and evidence of Lessee's Improvements below $15.00 per rentable square foot are shared forty percent same reasonably satisfactory to Lessor has been received by Lessor to include, but not be limited to (40%a) receipt by Lessor of unconditional mechanics’ lien releases from the contractor and sixty percent all subcontractors, labor suppliers and materialmen for the Alterations completed by the contractor, subcontractors, labor suppliers and materialmen and for which Lessee seeks funds from the TI Allowance to pay for such Alterations, (60%b) receipt by Lessor ("Lessor's Portion"). of any and all documentation reasonably required by Lessor detailing the Alterations have been completed and Lessee agree to share Lessor's Portion of such savings the materials and supplies used as follows: for Lessor's Portion of savings up to One and 50/100 Dollars ($1.50) per rentable square foot of the Premisesdate of Lessee’s request for the progress payment, including, without limitation, invoices, bills, or statements for the Alterations completed and the materials and supplies used, and (c) completion by Lessor will pay 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 on within fourteen (14) days from the Commencement Date seventy-five percent (75%) satisfaction of such Lessor's Portionthe conditions set forth in the immediately preceding sentence. Should the total cost of constructing the Alterations be less than the TI Allowance, and for Lessor's Portion of savings in excess of One and 50/100 Dollars ($1.50) per rentable square foot, Lessor will pay the TI Allowance shall be automatically reduced to Lessee on or before the Commencement Date fifty percent (50%) of such savingsamount equal to said actual cost. Notwithstanding the foregoing or anything to the contrary, solely the TI Allowance shall only be paid by Lessor to Lessee for the purpose of calculating the cost savings described Alterations completed by Lessee, and for which Lessee has complied with items (a) and (b) above, change orders between full execution of this Amendment and December 31, 2009 (“TI Completion Period”). To the extent that Alterations are not completed during construction will be excluded the TI Completion Period, Lessor shall not have any obligation to pay, nor shall Lessee have any right to receive, the TI Allowance. If the Lease is terminated prior to the date on both which the cost side Alterations are completed, for any reason due to the default of Lessee hereunder or under the Lease, in addition to any other 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 not reimbursed or otherwise paid by Lessee through the savings sidedate of termination in connection with the Alterations to the extent planned, installed and/or constructed as of such date of termination, including, but not limited to, any costs related to the removal of all or any portion of the Alterations and restoration costs related thereto.

Lessee Improvement Allowance. Lessor shall contribute up to $225,000 ("Tenant Improvement Allowance") towards the actual, out of pocket cost of Lessee's required improvements, which improvements shall be fixtures permanently attached to the Premises. All tenant improvements paid for with the Tenant Improvement Allowance shall be 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 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 work. Lessee agrees to accept the Premises "As-Is, Where-Is" and that all improvement costs in 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 any work necessary to bring the Building into compliance with any Applicable Laws, including the Americans With Disabilities Act and Title 24 Regulations. Lessee shall be responsible for bearing the proper design and construction of all costs improvements, including obtaining all necessary permits. Lessee shall submit all preliminary and expenses of completing the Lessee Improvements up to a maximum of $15.00 per rentable square foot of the Premises ($645,000.00) ("Lessee Improvement Allowance"). All costs and expenses of the Lessee Improvements in excess of the Lessee Improvement Allowance (the "Excess") shall be payable by Lessee construction drawings to Lessor upon ten (10) days' written notice from Lessor, accompanied by reasonable documentation evidencing the Excess. Upon completion of for Lessor's Workreview and approval, Lessee which approval shall not be unreasonably withheld or delayed. Lessor shall have the right to audit Lessorapprove Lessee's books and records with regard thereto, and if such audit reveals an overpayment contractor for construction of the actual Excess (based upon actual invoices improvements, which approval shall not be unreasonably withheld or delayed. Lessee shall obtain, or cause its contractor to obtain, payment and paid receipts), any such overage will performance bonds reasonably acceptable to Lessor. Lessee shall be credited against amounts next becoming due under required to comply with all Applicable Laws and shall be subject to and required to comply with the provisions to the Lease, including Section 7.3, in connection with the construction of the improvements. The During the period of Early Possession, Lessee Improvements Contract may proceed with construction of the improvements subject to the 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 contain cost savings provisions whereby any savings in be deemed to be "Substantially Complete" when the cost Premises are sufficiently complete to obtain a temporary certificate of occupancy (or its functional equivalent) from the City of San Diego. Lessee shall submit to Lessor promptly after Substantial Completion of Lessee's Improvements below $15.00 per rentable square foot are shared forty percent (40%) by the contractor improvements invoices and sixty percent (60%) by Lessor ("Lessor's Portion")other reasonable evidence of such costs. Lessor and shall reimburse Lessee agree for such costs, up to share Lessor's Portion $225,000, within thirty (30) days after delivery of such savings as follows: for Lessor's Portion of savings up to One invoices and 50/100 Dollars ($1.50) per rentable square foot of the Premises, Lessor will pay to Lessee on the Commencement Date seventy-five percent (75%) of such Lessor's Portion, and for Lessor's Portion of savings in excess of One and 50/100 Dollars ($1.50) per rentable square foot, Lessor will pay to Lessee on or before the Commencement Date fifty percent (50%) of such savings. Notwithstanding the foregoing to the contrary, solely for the purpose of calculating the cost savings described above, change orders during construction will be excluded on both the cost side and the savings sideother evidence.

Lessee Improvement Allowance. Lessor shall be responsible for bearing all costs and expenses provide TTPU a tenant improvement allowance of completing the Lessee Improvements up to a maximum of Forty Dollars ($15.00 40.00) per rentable square foot of the Premises ($645,000.00) ("“Lessee Improvement Allowance"”) to be applied toward the actual costs incurred by 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 HVAC and tenant standard lighting, zones are installed with maximum zones range of 1,500 square feet, units to be installed are 20 fan coil units, Fire sprinkler system distributed at a ratio of 130 square feet per head throughout the space ready for expansion and 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 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 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 under the Work Agreement exceed the Lessee Improvement Allowance, and if such costs are not the result of defective or inadequate design by Lessor, TTPU shall be solely responsible for such excess costs (“Excess Costs”). All costs and expenses of the Lessee Improvements in excess Any unused portion of the Lessee Improvement Allowance (shall revert to and become the "Excess") sole property of Lessor, and shall be payable by Lessee used to Lessor upon ten (10) days' written notice from Lessoroffset Base Rent, accompanied by reasonable documentation evidencing the Excess. Upon completion of Lessor's Work, Lessee and TTPU shall have the no further right to audit Lessor's books and records with regard thereto, and if such audit reveals an overpayment of the actual Excess (based upon actual invoices and paid receipts), any such overage will be credited against amounts next becoming due under the Leaseportion. 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%) Construction costs resulting from defective or inadequate design by Lessor ("shall be paid by 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 the Commencement Date seventy-five percent (75%) of such Lessor's Portion, and for Lessor's Portion of savings in excess of One and 50/100 Dollars ($1.50) per rentable square foot, Lessor will pay to Lessee on or before the Commencement Date fifty percent (50%) of such savings. Notwithstanding the foregoing to the contrary, solely for the purpose of calculating the cost savings described above, change orders during construction will be excluded on both the cost side and the savings side.