Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount equal to the sum of (a) the product of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Forty Dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot40), and (ii) up to the number of rentable square feet of the Expansion Space (i.e., the amount of One Million Two Hundred Forty-Nine Thousand Forty Dollars ($1,249,040.00) based upon 31,226 rentable square feet, plus (b) the sum of Two Hundred Ninety-Six Thousand Six Hundred Forty-Seven Dollars ($296,647.00) for new HVAC equipment, plus (c) the sum of One Hundred Twenty Twenty-Four Thousand Five Nine Hundred Four Dollars ($124,904.00) for the cost of preparing the roof to support the new HVAC equipment, plus (d) the sum of Ninety-Seven Thousand Eight Hundred Seventy-Two and 00/100 Dollars ($97,872.00) (i.e., $4.00 per rentable square foot of the Existing Premises), which may be expended on leasehold improvements in the Existing Premises and/or the Expansion Space for a total Tenant Improvement Allowance of One Million Seven Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Eight Thousand Seven Four Hundred Sixty-Three Dollars ($357,7631,768,463.00)). The Tenant Improvement Allowance is to reimburse Tenant for the costs relating to the initial design and construction of improvements which Tenant makes to the Expansion Space (including the HVAC equipment and roof improvements described above) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to accordance with the provisions of Article 7 of this Work Letter (the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification In no event shall Landlord be obligated to make disbursements of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not for Tenant Improvements in default a total amount which exceeds the amount of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed One Million Seven Hundred Sixty-Eight Thousand Four Hundred Sixty-Three Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances1,768,463.00).

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a ---------------------------- tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred SixtySeventy-Three Five and No/100 Dollars ($357,763197,775.00) in (i.e., $25.00 per usable square foot of the aggregate, as needed between Buildings 63, 64, 65, and 66, Premises) for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are permanently affixed to the Allowance Premises (the "Tenant Improvements"). In addition, including supporting information consisting of a line item summary Landlord shall contribute an amount not to exceed $0.15 per usable square foot of the Premises ("Landlord's Drawing Contribution") toward the cost of one (1) preliminary space plan to complete the Allowance Improvements be prepared by "Architect," as that term is defined in Section 3.1, below, and verification of payment no portion of the costs thereof Landlord's Drawing Contribution, if any, remaining after the completion of the Tenant Improvements shall be available for use by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers Tenant. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenLandlord's Drawing Contribution. In the event that the costs any portion of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveremains sixty (60) days following the Lease Commencement Date, provided that: (1) Lessee is not in default Tenant shall no longer have the right to such unused portion of its obligations the Tenant Improvement Allowance and such remaining portion of the Tenant Improvement Allowance shall be the sole property of Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the Sublease (and no event exists which with the giving terms of notice or passage Section 8.5 of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesthis Lease.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars to, but not exceeding Fifteen Dollars ($237,19815.00) for Buildings 63, 64, 65 ($3.00 per rentable square foot)foot of the Premises (i.e., and (ii) up to One Hundred Twenty Thousand Five Four Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Six Thousand Seven Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Five Dollars ($357,763466,755.00) in based on 31,117 rentable square feet of the aggregatePremises), as needed between Buildings 63to help Tenant pay for the costs of the design, 64, 65, permitting and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject construction of Tenant’s initial improvements which are permanently affixed to the provisions of Article 7 of Premises (collectively, the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of Notwithstanding anything above to the Allowance Improvementscontrary, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In in the event that the costs of the there exists an Over-Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances Amount (as defined below), subject Tenant shall have the option, exercisable upon written notice to all Landlord prior to the provisions applicable date Tenant is obligated to pay such TI Advances set forth below. The terms and provisions of Article 7 Over-Allowance Amount, to receive a one-time additional improvement allowance (the “Additional Allowance”) in the amount not to exceed Ten Dollars ($10.00) per rentable square foot of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other thingsPremises, (ii.e., up to Three Hundred Eleven Thousand One Hundred Seventy Dollars ($311,170.00) Lessee shall be required to obtain based on 31,117 rentable square feet in the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the SubleasePremises). In the event that Lessee requires additional Alterations Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to modify Tenant, the Premises in excess of Base Rent payable by Tenant throughout the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: entire ninety-eight (198) Lessee is not in default of its obligations under the Sublease month initial Lease Term (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2“Amortization Period”) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized increased by an amount sufficient to fully amortize such Additional Allowance throughout said ninety-eight (98) month period based upon monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8.08%) per annum (the “Amortization Rent”) and such Amortization Rent shall be subject to the maximum rate permitted annual Base Rent increase of three and one-half percent (3.5%). By way of illustration, if Tenant utilizes the entire Additional Allowance then the initial Base Rent payable by law) Tenant under this Lease shall be increased by $4,334.79 and the Base Rent schedule set forth in equal monthly installments over a thirty-six (36) month period from the date Section 8 of the first TI Advance, when such TI Advances Summary shall be due revised to reflect such increased Base Rent and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which such increased Base Rent shall be acceptable subject to Lessor the annual three and one-half percent (3.5%) increase for all time periods under this Lease. Such revised Base Rent schedule shall be memorialized in its reasonable discretion an amendment to this Lease to be executed by Landlord and Xxxxxx. Notwithstanding anything in the Lease to the contrary, in no event shall the Amortization Rent be deemed to be Abated Rent nor subject to the abatement of Base Rent set forth in the second paragraph of Article 3 of this Lease. The Tenant Improvement Allowance and the Additional Allowance may collectively be referred to herein as a condition the “Allowances”. In no event shall EXHIBIT B GENESIS 1900 ALAMEDA 1 [BigHat Biosciences, Inc.] Landlord be obligated to availability make disbursements for the cost of the TI AdvancesTenant Improvements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Except as provided in Section 2.2.1.8 below, the Allowances may only be used for permanently affixed improvements to the Premises. Landlord shall have no obligation to disburse all or any portion of the Allowances to Tenant unless Xxxxxx makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to September 30, 2022, as extended to the extent Tenant’s completion of the Tenant Improvements is delayed due to Landlord Delay. Subject to the terms of this Tenant Work Letter, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Allowances which is not used to pay for the Tenant Improvement Allowance Items (as defined below).

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the aggregate amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars $1,675,895.00 (i.e., $237,198) for Buildings 63, 64, 65 ($3.00 65.00 per each of the 25,783 rentable square footfeet in the Suite 3000, Wharfside Building portion of the Premises) (ii) $927,990.00 (i.e., $35.00 per each of the 26,514 rentable square feet in Xxxxx 000, Xxxxx Xxxxxx portion of the Premises), and (iiiii) up to One Hundred Twenty Thousand Five Hundred Sixty$1,242,900,00 (i.e., $30.00 per each of the 41,430 rentable square feet in the Must-five dollars ($120,565Take Premises) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of the Allowance improvements, which are permanently affixed to the Premises (the “Tenant Improvements, including supporting information consisting ”). The portion of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, described in items (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, above is referred to herein as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination “Initial Premises Allowance” and the portion of the SubleaseTenant Improvement Allowance described in item (iii) above is referred to herein as the “Must-Take Premises Allowance”. In addition, Landlord shall provide up to $0.15 per rentable square foot of the entire Premises towards the cost of one (1) preliminary space plan for the entire Premises (“Landlord’s Drawing Contribution”), but not the cost of any revisions thereto requested by Tenant or required by Landlord, and only to the extent such drawings reflect items from the Building standards and no portion of the Landlord’s Drawing Contribution, if any, remaining after the completion of the Tenant Improvements shall be available for use by Tenant. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that Lessee requires additional Alterations Tenant fails to modify immediately pay any portion of the “Over-Allowance Amount,” as defined in Section 4.2.1. Tenant shall utilize at least ninety percent (90%) of (a) $1,675,895.00 of the Tenant Improvement Allowance for Tenant Improvements installed in the Suite 3000, Wharfside Building portion of the Premises, (b) $927,990.00 of the Tenant Improvement Allowance for Tenant Improvements installed in the Xxxxx 000, Xxxxx Xxxxxx portion of the Premises, and (c) $1,242,900.00 of the Tenant Improvement Allowance for Tenant Improvements installed in the Must-Take Premises; and Tenant may use up to ten percent (10%) of the Tenant Improvement Allowance allocated to the Suite 3000, Wharfside Building portion of the Premises in excess connection with Tenant Improvements to be constructed in the Xxxxx 000, Xxxxx Xxxxxx portion of the Allowance Improvements or the cost of the Allowance Improvements Premises. Landlord shall not be obligated to pay a total amount which exceeds the Tenant Improvement Allowance aboveand Landlord’s Drawing Contribution. Notwithstanding the foregoing or any contrary provision of this Lease, provided that: (1) Lessee is not in default of its obligations all Tenant Improvements shall be deemed Landlord’s property under the Sublease (and no event exists which with the giving terms of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain this Lease. Any unused portion of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date Initial Premises Allowance remaining as of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability anniversary of the TI AdvancesLease Commencement Date, shall remain with Landlord and Tenant shall have no further right thereto. Any unused portion of the Must-Take Premises Allowance remaining as of the first anniversary of the Must-Take Premises Lease Commencement Date, shall remain with Landlord and Tenant shall have no further right thereto.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement the "Initial Allowance”") in the amount of (i) up to Two Hundred Thirtyto, but not exceeding Forty-Seven Thousand One Hundred Ninety-Eight dollars Five Dollars ($237,19845.00) for Buildings 63, 64, 65 ($3.00 per rentable square foot)foot of the Premises (i.e., and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1Million, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred FiftyEighty-Seven Thousand Five Thousand, Seven Hundred SixtySeventy-Three Five and 00/100 Dollars ($357,7631,385,775.00) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 based on 30,795 rentable square feet of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(sPremises), supplier(s) and materialmen. In the event that to help Tenant pay for the costs of the design, permitting and construction of Tenant's initial improvements which are permanently affixed to the Premises (collectively, the "Tenant Improvements"). Notwithstanding the foregoing, if there is an Over-Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances Amount (as defined below), subject then Tenant shall have the option, exercisable upon written notice to all Landlord prior to the provisions applicable date Tenant is obligated to pay such TI Advances set forth Over-Allowance Amount to Landlord pursuant to Section 4.2.1 below. The terms and provisions , to receive an additional one-time tenant improvement allowance to help pay for such Over-Allowance Amount (the "Additional Allowance") in the amount of Article 7 up to, but not exceeding $307,950.00 (i.e., $10.00 per rentable square foot of the SubleasePremises). As consideration for Landlord providing the Additional Allowance to Tenant, as amended the amount of the Additional Allowance provided by this Amendment, Landlord shall be applicable amortized on a monthly basis over the scheduled seven (7) year initial Lease Term at an interest rate of ten percent (10%) per annum, and each such monthly payment of amortization and interest (collectively, the "Amortization Rent") shall be paid by Tenant to Landlord as an increase in the Base Rent, or at Landlord's option as Additional Rent, on or prior to the Allowance Improvements and to first (1st) day of each month throughout such seven (7) year initial Lease Term. If the Lease shall terminate for any other Alterations made by Lesseereason, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, including without limitation as a condition result of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee Tenant under the Sublease), and (2) not less than thirty-six (36) months remain terms of the Sublease TermLease or this Tenant Work Letter, then, upon Lessee’s request therefor in writing Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to Lessor from time to time, Lessor shall provide advances to Lessee (Landlord as of the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject termination date pursuant to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date foregoing provisions of the first TI Advance, when such TI Advances this Section 2.1 shall be become immediately due and payable in full. Lessee shall execute Lessor’s commercially reasonable form as unpaid rent which has been earned as of promissory note and any other commercially reasonable documents requested by Lessorsuch termination date, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable specifically including a termination pursuant to Lessor in its reasonable discretion as a condition to availability Article 19 of the TI Advances.Lease. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever, including without limitation, pursuant to Articles 11 and 12 of the Lease. The Initial Allowance and the portion of the Additional Allowance so elected to be received by Tenant are sometimes collectively referred to herein as the "

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which a) Landlord agrees to provide Tenant with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a following tenant improvement allowance (“the "Tenant Improvement Allowance”) of "): (i) up to Fifteen Dollars ($15) per rentable square foot within the portion of the Premises on the third floor of the Building, or a total of Two Hundred ThirtySixty-Seven Five Thousand One Six Hundred Ninety-Eight dollars Five Dollars ($237,198265,695), (ii) for Buildings 63, 64, 65 Twenty Dollars ($3.00 20) per rentable usable square footfoot within the portion of the Premises on the portion of the second floor of the Building that is unimproved shell space, or a total of One Hundred Fifty-Six Thousand Nine Hundred Sixty Dollars ($156,960), and (iii) Seven Dollars ($7) per usable square foot for the portion of the Premises on the portion of the second floor of the Building that has been previously improved, or a total of Thirty Thousand Two Hundred Forty-Seven Dollars ($30,247). The allowances described in clauses (i), (ii) and (iii) are specifically allocated to the applicable portions of the Premises and may not be used for Tenant Improvements to any other portion of the Premises, provided that Tenant may transfer up to five percent (5%) of the amounts allocated in such clauses from one such portion of the Premises to another. For example, Tenant may use not more than One Hundred Twenty Thousand Five Hundred SixtyTwelve Dollars and Thirty-five dollars Five Cents ($120,5651,512.35) of the allowance for Building 66 ($5.00 per rentable square foot)previously improved space on the second Door for Tenant Improvements to other portions of the Premises. During Any other transfers of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement AllowanceAllowance from one portion of the Premises to another shall be subject to Landlord's prior written approval. All soft costs including, up but not limited to, fees, contractor overhead, profit, processing, permits, architectural engineering and reimbursables attributable directly or indirectly to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars the Tenant Improvements shall be allocated between the portions of the Premises described above based upon their proportional Tenant Improvement Allowance expenditures. ($357,763b) The Tenant Improvement Allowance may be used to pay for the construction by Landlord's Contractor (as defined below) of Tenant Improvements permanently installed and incorporated into the realty of the Premises, including costs of material and labor, fees for permits and licenses paid to any governmental agency in the aggregate, as needed between Buildings 63, 64, 65connection with such construction, and 66other actual out-of-pocket costs paid, directly or indirectly, by Landlord for any Utility Installations or Alterations Lessee deems appropriatesuch construction, subject to but specifically excluding payment for Tenant's fixtures, furniture, cabling and other personal property, which shall be constructed and installed at Tenant's sole cost and expense and in accordance with the provisions of Article 7 requirements of the Sublease (“Lease. Landlord shall not impose any charge upon the Tenant Improvement Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification for Landlord's profit, overhead or supervision of payment of costs for design and the construction of the Allowance Tenant Improvements. Notwithstanding the foregoing, including supporting information consisting of a line item summary of if Landlord engages any consultants to review specialized or upgraded improvements requested by Tenant, the cost to complete the Allowance Improvements and verification of payment of the reasonable costs thereof incurred by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to Landlord shall be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed charged against the Tenant Improvement Allowance. (c) The Tenant Improvement Allowance may also be used to pay for the services of the Space Planner (as defined below) to prepare the Space Plan and the Plans and Specifications (as such terms are defined below) and to provide construction administration, all such costs millwork plans and other space planning/architectural services customarily provided for similar projects, provided that the total amount of the Tenant Improvement Allowance that may be used to pay the Space Planner shall not exceed One Dollar and Forty-Five Cents ($1.45) per usable square foot within the Premises ("Architectural Cap"). Tenant shall be borne solely by Lesseeresponsible for any fees or other amounts payable to the Space Planner in excess of the Architectural Cap. (d) Tenant shall be solely responsible for the cost of any Tenant Improvements in excess of the Tenant Improvement Allowance (or in excess of the portion of the Tenant Improvement Allowance allocated to each portion of the Premises, howeversubject to Tenant's limited right to reallocate such amounts as described in (a) above), for the cost of any fees and costs of the Space Planner in excess of the Architectural Cap and the cost of any decorating devices, Tenant's fixtures, cabling, such as nonstandard items requested by Tenant to be incorporated in the Tenant Improvements. Tenant shall pay to Landlord fifty percent (50%) of any such excess costs may be paid out cost upon presentation of TI Advances an invoice to Tenant and the remaining fifty percent (50%) upon Substantial Completion (as defined below). Any such payments shall be collectible as additional obligations of Tenant pursuant to the Lease and, subject in default of payment thereof, Landlord shall (in addition to all other remedies) have the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, same rights as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In in the event that Lessee requires additional Alterations to modify the Premises of default in excess payment of the Allowance Improvements or the cost rent. Any portion of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee that is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default used by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain Tenant upon Substantial Completion of the Sublease TermTenant Improvements shall be retained by Landlord and Tenant shall have no right or claim, thenthen or in the future, upon Lessee’s request therefor to any unused portion. The parties agree that the intent of the Tenant Improvement Allowance is to cause to be constructed generic/building standard Tenant Improvements throughout the Premises. (e) Tenant hereby agrees to accept the existing improvements within the previously improved portion of the Premises on the second floor and entire third floor in writing an "as-is, where-is" basis subject to Lessor from time Exhibit "A". On existing improvements, Landlord shall be responsible, at its cost, for the proper working order of all systems prior to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and Lease Commencement for only those improvements which are not to exceed Seven Hundred Thousand Dollars ($700,000) in be modified or planned to be modified by the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, Landlord provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant Improvement Allowance.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up in the amount equal to One Hundred Twenty Thousand Five Million Seven Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Eight Thousand Seven Four Hundred Sixty-Three Dollars ($357,763) 1,768,463.00)). The Tenant Improvement Allowance is to reimburse Tenant for the costs relating to the initial design and construction of improvements which Tenant makes to the Expansion Space, including the installation of new HVAC equipment and work to reinforce the roof of the Building to support such new HVAC equipment, in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to accordance with the provisions of Article 7 of this Work Letter (the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification In no event shall Landlord be obligated to make disbursements of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not for Tenant Improvements in default a total amount which exceeds the amount of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed One Million Seven Hundred Sixty-Eight Thousand Four Hundred Sixty-Three Dollars ($700,000) 1,768,463.00).” B. Section 1.2.2.3 of Exhibit B to the First Amendment is hereby amended by deleting the second sentence thereof and replacing it with the following: “Further, Landlord shall have no obligation to fund any portion of the Tenant Improvement Allowance that is not the subject of a request for payment made in accordance with Section 1.2.2.1 above and delivered to Landlord on or before July 6, 2013; and any undisbursed portion of the aggregate, for purposes of financing the costs of such Alterations, which TI Advances Tenant Improvement Allowance shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted retained by law) in equal monthly installments over a thirty-six (36) month period from the Landlord; provided that such date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form extended on a day for day basis for each day that the Remedial Work has not been Substantially Completed after the Intended Remedial Work Completion Date for any reason other than a delay caused by an act or omission of promissory note and any other commercially reasonable documents requested by Lessor, provided Tenant that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancescontinues after notice thereof from Landlord.”

Tenant Improvement Allowance. Provided that Lessee is not Landlord shall provide Tenant with an allowance in default an amount of its obligations under Ten and no/100 Dollars ($10.00) per square foot of Premises (or Seventeen Thousand Four Hundred Forty-Four and no/100 Dollars ($17,440.00) (the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined The Tenant Improvement Allowance, up Allowance shall be paid to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars Tenant in three ($357,7633) in the aggregateinstallments, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriatefollows: (1) First installment of one-third of the Tenant Improvement Allowance will be paid by Landlord to Tenant within thirty (30) days following delivery of Premises to Tenant, subject to the provisions of Article 7 conditions precedent that (a) Tenant is not in material breach of the Sublease Lease; and (“b) Landlord has received Tenant’s AIA G702 (Application and Certificate for Payment) and AIA G706A (Affidavit of Release of Liens) from Tenant’s contractor and architect, including any necessary documentation indicating completion of the Tenant Work identified therein, payment therefore in full and proof that all liens for Tenant Work have been waived, released or satisfied; (2) Second installment of one-third of the Tenant Improvement Allowance Improvements”)will be paid by Landlord to Tenant within sixty (60) days following delivery of Premises to Tenant, subject to the conditions precedent that (a) Tenant is not in material breach of the Lease; and (b) Landlord has received Tenant’s AIA G702 (Application and Certificate for Payment) and AIA G706A (Affidavit of Release of Liens) from Tenant’s contractor and architect, including any necessary documentation indicating completion of the Tenant Work identified therein, payment therefore in full and proof that all liens for Tenant Work have been waived, released or satisfied; and (3) Provided that Tenant is not in material breach of the Lease, the remaining one-third of the Tenant Improvement Allowance will be paid by Landlord to Tenant within ten (10) days of the later to occur (a) Tenant’s opening of the Premises for business; and (b) Landlord having received Tenant’s AIA G702 (Application and Certificate for Payment) and AIA G706A (Affidavit of Release of Liens) from Tenant’s contractor and architect, including any necessary documentation indicating final completion of the Tenant Work identified therein, payment therefore in full and proof that all liens for Tenant Work have been waived, released or satisfied. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs The Tenant Improvement Allowance may be used only for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to Tenant improvements. Tenant shall be submitted solely responsible for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the all costs of the Allowance Improvements exceed Tenant Work in excess of the Tenant Improvement Allowance, all such costs . Landlord shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (approve Tenant designs and material selections as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregateExhibit C-2, for purposes the terms of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted are incorporated by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesreference herein.

Tenant Improvement Allowance. Provided that Lessee is not 34.1 Landlord shall pay to Tenant in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with cash a tenant improvement improvements allowance in the amount of twenty-five and no/100 dollars (“$25.00) per leasable square foot in the Premises ("Tenant Improvement Allowance”") (i.e., the product of $25 multiplied by the GLA in the Premises as set forth in Section 1.5 subject to the remeasurement terms of this Lease). The Tenant Improvement Allowance shall be available thirty (30) days after the commencement of the Tenant Improvements work at the Premises, and shall be paid to Tenant or to one or more contractors, designers and/or subcontractors designated by Tenant within ten (10) days after Tenant has confirmed in writing to Landlord that the portion of the Tenant Improvements covered by the request by Tenant have been completed to Tenant's satisfaction and accepted by Tenant and that all lien releases applicable thereto have been obtained by Tenant. Landlord may also condition advance of any of the Tenant Improvement Allowance on the following: 34.1.1 Receipt by Landlord of lien waivers from all persons supplying labor or materials for the Tenant Improvements and a certification from Tenant's architect that the percentage of the total work and materials constituting the Tenant Improvements which has been completed in accordance with the approved construction contract exceeds the percentage of the total amount of the Tenant Improvement Allowance which, together with the then current draw request, has been disbursed to date; 34.1.2 Written documentation in the form of confirmation of funds or otherwise providing reasonable assurance to Landlord that Tenant has available sufficient funding for the full performance of the Tenant Improvements; and 34.1.3 There is no material default under the Lease by Tenant beyond expiration of any applicable cure period. 34.2 To the extent Landlord does not pay the Tenant Improvement Allowance within thirty (30) days of the date due, Tenant may deduct the unpaid amount from the rents next due and owing under this Lease, together with interest at the rate of twelve percent (12%) per annum (computed from the date such payment was due until the date of the offset). 34.3 In addition to payment of the Tenant Improvement Allowance, Landlord shall reimburse Tenant upon execution of this Lease up to fifteen cents ($0.15) per leasable square foot in the Premises for costs of preliminary space planning. Preparation of construction documents, engineering, city permits and working drawing costs shall be paid out of the Tenant Improvement Allowance. 34.4 In addition to payment of the Tenant Improvement Allowance, Landlord shall pay to Tenant at the time that the last installment of the Tenant Improvement Allowance is due, the following amounts: (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars $2,900 in lieu of Landlord's installation of the upper floor lobby carpeting and lighting ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square footwhich shall be installed by Tenant at Tenant's expense as part of the Tenant Improvements), and (ii) up $2,500 in lieu of Landlord's installation of a ramp or handicap lift to One Hundred Twenty Thousand Five Hundred Sixty-five dollars provide handicapped access to a portion of the second floor of the Building ($120,565) for Building 66 ($5.00 per rentable square footTenant shall install a handicap lift at Tenant's expense as part of the Tenant Improvements). During LANDLORD: TENANT: 0000 Xxxxx Xxxxxx Xxxxx XXX, The Cobalt Group, Inc., a Washington limited liability company a Washington corporation By: By: ----------------------------------- --------------------------------- Xxxxx Xxxxxx, Member By: --------------------------------- LANDLORD ACKNOWLEDGMENT STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that Xxxxx Xxxxxx is the period beginning person who appeared before me, and said person acknowledged that he signed this instrument, on September 1oath stated that he was authorized to execute the instrument and acknowledged it as a member of 0000 Xxxxx Xxxxxx Xxxxx LLC, 2010 to be the free and ending voluntary act of such party for the uses and purposes stated therein. Dated ______________________________. ------------------------------------- Name: -------------------------------- NOTARY PUBLIC, State of Washington My appointment expires -------------- TENANT ACKNOWLEDGMENT REPRESENTATIVE FORM OF ACKNOWLEDGMENT STATE OF _________________ ) ) ss. COUNTY OF _______________ ) I certify that I know or have satisfactory evidence that ______________________ and ______________________ are the persons who appeared before me, and said persons acknowledged that they signed this instrument, on August 31oath stated that they are authorized to execute the instrument and acknowledged it as the President and Secretary, 2013respectively, Lessee may electof The Cobalt Group, Inc., to be the free and voluntary act of such party for the uses and purposes stated therein. Dated ______________________________. ------------------------------------- Name: -------------------------------- NOTARY PUBLIC, State of Washington My appointment expires -------------- EXHIBIT A (FLOOR PLAN OF PREMISES) EXHIBIT B (LEGAL DESCRIPTION OF PROPERTY) XXXX 0, 0, 0 XXX 0 XX XXXXX 317 OF SEATTLE TIDE LANDS; SITUATE IN XXX XXXX XX XXXXXXX, XXXXXX XX XXXX, XXXXX OF WASHINGTON. EXHIBIT C (LANDLORD'S WORK) a. Finished common areas including all restrooms, elevators, elevator lobbies, stairways and parking areas (finish to be consistent with similar class office building); b. HVAC stubbed to Tenant's space (HVAC to be distributed by Tenant); c. Exterior windows installed and sealed; d. Finished window systems including frames, xxxxx, casing and Building standard window coverings; e. Landlord shall install electrical panels providing capability for Tenant to operate standard office computer equipment, HVAC, and lighting in its sole discretion, Premises; f. Emergency lighting shall be installed and operational throughout all Building common areas as required by code; g. Life Safety: sprinkler heads installed and operational throughout the Building; h. Floor ready for Tenant's floor coverings; i. Parking lot blacktopped and striped; underground garage shall be remote controlled and secured by steel doors; lighting of exterior of Building and parking lot. j. Utility costs during Tenant's build-out; k. A telecommunications conduit in central location for Tenant's use; l. Landlord shall provide Tenant with 200 card keys. Additional cards shall be at Tenant's cost. m. The Building envelope shall comply with all applicable energy code requirements. n. Landlord's Work shall be executed in substantial compliance with the following plans and specifications: - Building Shell and Core Improvement Detail attached (note that the upper floor lobby carpeting and lighting is to allocate be installed by Tenant at Tenant's expense as part of the combined Tenant Improvement Allowance, up Improvements as provided in Section 34.4 of the Lease; run out ducts and diffusers also to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) be installed by Tenant at Tenant's expense as part of the Tenant Improvements as provided in the aggregateHVAC System section of the attached Detail) - Basement Plan dated June 6, as needed between Buildings 631998 by Xxxxxxxxx Architects attached - Second Floor Plan by Xxxxxxx Design, 64Inc. attached - Third Floor Plan by Xxxxxxx Design, 65Inc. attached - Fourth Floor Plan by Xxxxxxx Design, and 66, for Inc. attached Tenant acknowledges that it is the sole responsibility of Tenant to assure the adequacy of any Utility Installations or Alterations Lessee deems appropriate, subject improvements to the provisions Premises and that Landlord is relying on Tenant to determine Tenant's needs; the expense of Article 7 any improvements beyond those listed in this Exhibit shall be paid by Tenant. EXHIBIT D (TENANT'S WORK) A. TENANT'S WORK. All work not specifically described as Landlord's Work in EXHIBIT C shall be the obligation of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design Tenant and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms performed in accordance with approved plans and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, specifications at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the sole cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant.

Tenant Improvement Allowance. Provided that Lessee is not Landlord shall provide Tenant with an allowance in default an amount of its obligations under Ten and no/100 Dollars ($10.00) per square foot of Premises (or Sixteen Thousand Four Hundred Seventy and no/100 Dollars ($16,470.00) (the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“"Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot"). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined The Tenant Improvement Allowance, up Allowance shall be paid to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars Tenant in three ($357,7633) in the aggregateinstallments, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriatefollows: (1) First installment of one-third of the Tenant Improvement Allowance will be paid by Landlord to Tenant within thirty (30) days following delivery of Premises to Tenant, subject to the provisions of Article 7 conditions precedent that (a) Tenant is not in material breach of the Sublease Lease; and (“b) Landlord has received Tenant's AIA G702 (Application and Certificate for Payment) and AIA G706A (Affidavit of Release of Liens) from Tenant's contractor and architect, including any necessary documentation indicating completion of the Tenant Work identified therein, payment therefore in full and proof that all liens for Tenant Work have been waived, released or satisfied; (2) Second installment of one-third of the Tenant Improvement Allowance Improvements”)will be paid by Landlord to Tenant within sixty (60) days following delivery of Premises to Tenant, subject to the conditions precedent that (a) Tenant is not in material breach of the Lease; and (b) Landlord has received Tenant's AIA G702 (Application and Certificate for Payment) and AIA G706A (Affidavit of Release of Liens) from Tenant's contractor and architect, including any necessary documentation indicating completion of the Tenant Work identified therein, payment therefore in full and proof that all liens for Tenant Work have been waived, released or satisfied; and (3) Provided that Tenant is not in material breach of the Lease, the remaining one-third of the Tenant Improvement Allowance will be paid by Landlord to Tenant within ten (10) days of the later to occur (a) Tenant's opening of the Premises for business; and (b) Landlord having received Tenant's AIA 0702 (Application and Certificate for Payment) and ALA G706A (Affidavit of Release of Liens) from Tenant's contractor and architect, including any necessary documentation indicating final completion of the Tenant Work identified therein, payment therefore in full and proof that all liens for Tenant Work have been waived, released or satisfied. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs The Tenant Improvement Allowance may be used only for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to Tenant improvements. Tenant shall be submitted solely responsible for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the all costs of the Allowance Improvements exceed Tenant Work in excess of the Tenant Improvement Allowance, all such costs . Landlord shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (approve Tenant designs and material selections as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregateExhibit C-2, for purposes the terms of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted are incorporated by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesreference herein.

Tenant Improvement Allowance. Provided that Lessee Tenant is not in default of its obligations under any provision of the Sublease Lease beyond all applicable notice and cure periods expressly provided for in the Lease, Landlord shall reimburse Tenant for (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance a) up to One Hundred Thirty-Two Thousand Dollars (“Tenant Improvement Allowance”$132,000.00) of the cost of Tenant’s initial expenses incurred in repairing and/or replacing the heating, ventilation and air conditioning system(s) serving the Leased Premises promptly following the date hereof, (b) up to Forty-Five Thousand Dollars ($45,000.00) of the cost of Tenant’s initial expenses incurred in replacing carpeting and painting in the Leased Premises promptly following the date hereof, and (c) up to Twelve Thousand Two Hundred Dollars ($12,200.00) of the cost of Tenant’s initial expenses incurred in renovating the lobby of the 5200 Building promptly following the date hereof (collectively, “Tenant’s Initial Improvements”); it being agreed that such amount shall be paid (provided there is no such default) within thirty (30) days after Tenant provides Landlord with (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) receipts which itemize such costs and acknowledge Tenant’s payment for Buildings 63, 64, 65 ($3.00 per rentable square foot)same, and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may electwaivers of liens, in its sole discretionform and substance acceptable to Landlord, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) waiving any and all lien rights in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessorconnection with Tenant’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Initial Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted provided by all contractors and suppliers providing services and/or materials for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Tenant’s Initial Improvements exceed the with respect to which Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesthen requesting reimbursement.

Tenant Improvement Allowance. Provided that Lessee is Landlord shall pay to Tenant, in accordance with this Section 1.3, an amount not in default to exceed the sum of its obligations under (A) $49,005.00 (i.e., $5.00 per rentable square foot of the Sublease 3rd Floor Premises multiplied by 9,801 rentable square feet) and (and no event exists which with B) $32,343.00 (i.e., ten percent (10%) of the giving of notice or passage of time would constitute a default by Lessee under commission due to Tenant’s Broker) (collectively, the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) ), provided as of the date on which Landlord is required to make any payment or credit thereof, (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot)this Lease is in full force and effect, and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars no default by Tenant then exists. The Tenant Improvement Allowance shall be payable on account of costs of labor, fixtures, equipment and consultant fees (which fees shall not exceed $120,565) for Building 66 (1,470.15, i.e., $5.00 0.15 per rentable square foot). During foot of the period beginning on September 3rd Floor Premises) directly related to, and materials delivered to the Premises in connection with, any Alterations performed by Tenant in accordance with the terms and conditions of Article 8 below at any time prior to October 1, 2010 and ending on August 312010. Except as expressly set forth below, 2013, Lessee may elect, in its sole discretion, Tenant shall not be entitled to allocate receive any portion of the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject Allowance not actually expended by Tenant pursuant to the provisions immediately preceding sentence. Landlord shall make payments, from time to time but not more frequently than once per month, of Article 7 any applicable portion of the Sublease Tenant Improvement Allowance to Tenant within thirty (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting 30) days after submission by Tenant to Landlord of a line item summary written requisition therefor, signed by the chief financial officer of the cost to complete the Allowance Improvements Tenant and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt A) copies of paymentpaid invoices covering Tenant’s performance of all Alterations theretofore approved by Landlord in accordance with Article 8 below, (B) or a written certification from Tenant’s architect stating that all Alterations described on such invoices (if applicable) have been completed in accordance with the final plans therefor, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant final, unconditional mechanics lien releases (such lien waivers and releases of lien with respect to such work (copies of which shall be submitted included with such architect’s certification), (C) proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by all governmental bodies having jurisdiction over the Building with respect to any Alterations performed by Tenant, (D) final “as-built” plans and specifications for any progress payments Alterations performed by Tenant, and for final payment(E) executed by the performing contractor(s), supplier(s) such other documents and materialmeninformation as Landlord may reasonably request. In the event that the Tenant shall pay all costs of the Allowance Improvements exceed any Alterations in excess of the Tenant Improvement Allowance. As of October 1, all such costs shall be borne solely by Lessee2010, however, such excess costs may be paid out any unexpended portion of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject applied as a credit against the monthly Base Rent attributable to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be 3rd Floor Premises only otherwise due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable pursuant to Lessor in its reasonable discretion as a condition to availability of the TI Advancesthis Lease.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant, shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the total amount of (i) up to Two Five Hundred Thirty-Forty- Seven Thousand One Hundred NinetyTwenty-Eight dollars Six and 00/100 Dollars ($237,198547,026.00) for Buildings 63, 64, 65 (i.e. $3.00 34.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565foot of the Premises) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are permanently affixed to the Allowance ImprovementsPremises including without limitation, including supporting information consisting of a line item summary the Equipment and the Generator, as such terms are defined in Section 6.4 of the cost to complete the Allowance Improvements Lease and verification of payment any of the costs thereof by Lessee, accompanied by statutorily sufficient conditional conduit or fuel lines described in Section 6.5 or Section 6.6 of the Lease (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s"Tenant Improvements"), supplier(s) and materialmen. In the no event that the costs of the Allowance Improvements exceed shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject . Notwithstanding anything to all the provisions applicable to such TI Advances contrary set forth belowabove. The terms Tenant may also use up to Eighty Thousand and provisions 00/100 Dollars ($80,000.00) of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance abovefor any so-called "soft costs" relating to Tenant's occupancy of and move into the Premises. For purposes of this Tenant Work Letter, provided that: "soft costs" shall mean costs associated with (1i) Lessee acquiring and/or connecting computers for the Premises, (ii) Tenant's move into the Premises, (iii) acquiring any furniture, fixtures or equipment (including without limitation the telephone system) for the Premises, (iv) signage, (v) legal fees, (vi) fees of any consultants employed by Tenant in connection with the construction of and/or the move into the Premises, (vii) stationary and (viii) any other relocation related use desired by Tenant. The items set forth in the preceding sentence and in the first sentence of this Section 2.1 are hereinafter sometimes referred to as the "Tenant Improvement Allowance Items." Furthermore to the extent that any portion of the Tenant Improvement Allowance is not in default utilized for the purposes set forth above then the amount of its obligations the unutilized portion of the Tenant Improvement Allowance shall be credited against the Rent first payable by Tenant under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesLease.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance in the amount of up to, but not exceeding (“Tenant Improvement Allowance”a) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 38.00 per rentable square footfoot of the Xxxxx 000 xxx Xxxxx 000 portions of the Premises (i.e., up to $1,102,760.00, based on 13,459 rentable square feet in the Suite 200 portion of the Premises and 15,561 rentable square feet in the Suite 400 portion of the Premises) (the "Suite 200/400 Allowance"), and (iib) $70.00 per rentable square foot of the Xxxxx 000 xxx Xxxxx 000 portions of the Premises (i.e., up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars $511,910.00, based on 5,258 rentable square feet in the Suite 500 portion of the Premises and 2,055 rentable square feet in the Suite 575 portion of the Premises) (the "Suite 500/575 Allowance"). The Suite 200/400 Allowance, and the Suite 500/575 Allowance shall collectively be referred to S:\PFG\Castlight Health Lease\Lease_RV11.docx: 5/6/15 herein as the "Tenant Improvement Allowance." Subject to the further terms of this Section 2.1, in the event that the Tenant Improvements in the Suite 200 or Suite 400 portions of the Premises trigger the need for code compliance work (including ADA and Title 24 or other Applicable Laws) within the Suite 200 or Suite 400 portions of the Premises (and such work is not Landlord's responsibility under Section 1 above), the Suite 200/400 Allowance must be utilized to perform such code compliance work. Any remaining portion of the Suite 200/400 Allowance (excluding any portion of such allowance amount utilized for code compliance work in the Phase I Premises) may be utilized for Tenant Improvement Allowance Items in any portion of the Premises. The Tenant Improvement Allowance shall be used for the costs relating to the design, permitting and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is nine (9) months after the Lease Commencement Date for the Phase II Premises. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below). Notwithstanding the foregoing, Tenant may utilize a portion of the total Tenant Improvement Allowance (not to exceed $120,565) for Building 66 (181,665.00; based on $5.00 per rentable square foot). During foot of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763Premises) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and associated with construction of the Allowance ImprovementsTenant Improvements in any portion of the Premises, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lesseemoving expenses, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted and/or for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of furniture, fixtures, equipment, cabling and security systems for the Allowance Premises. Landlord acknowledges that Tenant shall have the right to perform the Tenant Improvements exceed in phases (i.e., the Tenant Improvements in the Phase I Premises may be performed in one phase and the Tenant Improvements in the Phase II Premises may be performed in another phase). As a result, the terms of this Work Letter shall apply to each phase of the Tenant Improvements. In addition to the Tenant Improvement Allowance, all such costs Landlord shall contribute an amount not to exceed $0.15 per rentable square foot of the Premises (“Space Planning Contribution”) toward the cost of space planning to be borne solely prepared by Lessee, however, such excess costs may be paid out of TI Advances the Architect (as defined below), subject . Landlord shall disburse up to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 amount of the Sublease, as amended by this Amendment, shall be applicable Space Planning Contribution to the Allowance Improvements and Tenant within thirty (30) days after Tenant delivers to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination Landlord reasonable evidence of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the costs incurred by Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesspace planning.

Tenant Improvement Allowance. Provided that: (i) the Tenant’s Work is completed in accordance with this Exhibit B on or before December 31, 2004, (ii) on the Commencement Date if there is no Event of Default at that Lessee time and (iii) the Lease is not in default full force and effect, Landlord shall reimburse Tenant for Tenant’s actual construction costs up to a maximum of its obligations under Nine Hundred Sixty Thousand Dollars ($960,000.00) for Tenant’s Work (the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Such Tenant Improvement Allowance above, provided that: shall be paid directly to Tenant in three (13) Lessee is not in default equal progress payments of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirtyTwo Hundred Eighty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred eight Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances 288,000.00). The first progress payment shall be amortized at eight paid after it has been mutually agreed that one third of the Tenant’s Work has been satisfactorily completed as reasonably determined by the parties; the second progress payment shall be paid after it has been mutually agreed that two thirds of the Tenant’s Work has been satisfactorily completed as reasonably determined by the parties; and the third progress payment shall be paid after it has been mutually agreed that one hundred percent (8.0%) per annum (subject of the Tenant’s Work has been satisfactorily completed as reasonably determined by the parties. Subject to the maximum rate permitted by lawfirst sentence of this Section 5, and provided there is no Event of Default in effect at that time, Landlord shall pay each progress payment within thirty (30) in equal monthly installments over days after receipt from Tenant of a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessorrequest for payment, provided that Lessee shall provide Lessor the request is submitted together with current financial statements a copy of the invoice from the contractor showing percentage of completion, a notarized Application and any other documents requested Certificate for Payment (AIA G702) and all conditional waivers and lien releases upon progress payment for material and labor from Tenant’s contractor, subcontractors and supplies, subject to Landlord’s reasonable verification concerning satisfaction of quality and the percentage of work completed as reasonably determined by Lessor which the parties. The remaining Ninety-six Thousand Dollars ($96,000,00) shall be acceptable paid within sixty (60) days following proper recordation of a Notice of Completion for the Tenant’s Work, upon commencement of Tenant’s business within the Premises, and subject to Lessor in its reasonable discretion as a condition to availability satisfaction of the TI Advancesfollowing conditions: 5.1 Tenant must have completed the Tenant’s Work in accordance with the Landlord approved final Plans and specifications. 5.2 Tenant has submitted a complete set of “as built” plans and specifications to Landlord. 5.3 Tenant has provided to Landlord copies of all insurance certificates required under this Lease. 5.4 A final, unconditional certificate of occupancy for the Premises has been issued by the appropriate governmental agency, and a copy thereof has been provided to Landlord. 5.5 Tenant has provided Landlord with properly executed mechanics lien releases in compliance with California Civil Code Section 3262(d)(4) from Tenant’s Contractor, subcontractors and suppliers performing work in the Premises. 5.6 Tenant has provided Landlord all construction warranties and guarantees in connection with the construction of the Tenant’s Work to the extent obtained. 5.7 Landlord has inspected and approved the Tenant’s Work and is reasonably satisfied that the Tenant’s Work has been performed in a good and workmanlike manner in accordance with the approved Plans; provided, however, no such inspection shall impose any liability upon Landlord, nor absolve Tenant or Tenant’s Contractor from liability for any defect or failure to comply with the requirements hereof.

Tenant Improvement Allowance. Provided that Lessee is not in default Landlord will contribute to the cost of its obligations under performing the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) Work, as depicted on the Tenant Improvement Plans, to the extent of the lesser of (ia) up to Two One Million Five Hundred Thirty-Seven Sixty Thousand One Hundred Ninety-Eight dollars and No/100 Dollars ($237,1981,560,000.00) for Buildings 63, 64, 65 (calculated at the rate of $3.00 26.00 per rentable square footfoot in Building 4) or (b) the actual cost for such work as set forth in the TI Contract (the "TENANT IMPROVEMENT ALLOWANCE"). The Tenant Improvement Allowance may be increased, upon written request by Tenant, by a maximum of Six Hundred Thousand and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars No/100 Dollars ($120,565600,000.00) for Building 66 (calculated at the rate of $5.00 10.00 per rentable square footfoot in Building 4). During Any such increase in the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in Allowance shall be fully amortized over the aggregateTerm, as needed between Buildings 63extended by this Amendment, 64at seven percent (7%) per annum and payable by Tenant, 65as additional rent, together with Tenant's monthly payment of Base Rent. For example, if Tenant uses the entire $10.00 per rentable square foot and 66Building 4 is deemed to contain 60,000 rentable square feet, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 amount payable by Tenant would be $6966.51 per month. Tenant shall pay all costs in excess of the Sublease Tenant Improvement Allowance (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification as the same may be increased as set forth above, i.e. all Tenant Improvement costs in excess of payment of costs $36.00 per rentable square foot in Building 4) for the design and construction of the Allowance Tenant Improvements ("TENANT'S CONTRIBUTION"), as established by the TI Contract. Tenant shall pay Tenant's Contribution to Landlord upon the Amendment Commencement Date. During the construction of the Tenant Improvements, including supporting information consisting Landlord shall make disbursements of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above(and Tenant's Contribution, provided thatif applicable) for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as specified in this Paragraph 5. Except as otherwise specified in this EXHIBIT "C", the Tenant Improvement Allowance (and Tenant's Contribution, if applicable) may be applied only to the payment or reimbursement of: (1i) Lessee is not in default Tenant's costs of its obligations under preparing the Sublease Space Plans, the Final Plans and the Tenant Improvement Plans; (and no event exists which with ii) payments to the giving TI Contractor; (iii) costs of notice or passage of time would constitute a default by Lessee under obtaining building permits for the Sublease), Tenant Improvements; (iv) the Building 4 Relocation Costs; and (2v) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the other documented costs of such Alterationslabor and materials incorporated into the Tenant Improvements (including cabling costs, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirtybut excluding free-six (36) month period from the date of the first TI Advancestanding furnishings, when such TI Advances shall be due fixtures, equipment and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancespersonal property).

Tenant Improvement Allowance. Provided that Lessee Section 2.1 of the Tenant Work Letter attached to the Third Amendment as Exhibit B is not hereby amended and restated in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of entirety as follows: “Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance in the amount of (i) One Million Eighty-Eight Thousand Forty and 00/100 Dollars ($1,088,040.00) (i.e., $15.00 per 72,536 rentable square feet of the Existing Premises) (the “Existing Premises Tenant Improvement Allowance”) and (ii) One Million Two Hundred Twenty Thousand Four Hundred and 00/100 Dollars ($1,220,400.00) (i.e., $50.00 per 24,408 rentable square feet of the Expansion Premises) (the “Expansion Premises Tenant Improvement Allowance” and together with the Existing Premises Tenant Improvement Allowance, collectively, the “Tenant Improvement Allowance”) for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Existing Premises and/or the Expansion Premises, or which are "Tenant 817456.01/WLA 888888-00019/5-2-22/ctl/ctl -1- 1000 XXXXX XXXXXX [Fourth Amendment] [AssetMark, Inc.] Improvement Allowance Items," as that term is defined in Section 2.2.1, below (ithe “Tenant Improvements”), which Tenant Improvements shall be performed in compliance with applicable laws (including, without limitation, the "Code," as defined below). In no event shall Landlord (A) differentiate between improvements made to the Existing Premises and the Expansion Premises, nor (B) be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance; provided that, notwithstanding the foregoing, at a minimum, Tenant shall either leave the existing ceiling grid in place or install as part of the Tenant Improvements a new ceiling grid in the Expansion Premises, using at least Building-standard materials, methods and finishes. Notwithstanding any provision to the contrary contained herein, to the extent any portion of the Tenant Improvement Allowance is unused by Tenant as of August 31, 2024 (the “Outside Date”), then the remaining balance thereof shall revert to Landlord, and Tenant shall have no further rights with respect thereto (whether as a Rent credit, cash payment, or otherwise). Notwithstanding anything to the contrary in this Tenant Work Letter, Tenant may utilize up to Two Hundred Thirty-Seven Seventeen Thousand One Six Hundred Ninety-Eight dollars and 00/100 Dollars ($237,198217,608.00) for Buildings 63, 64, 65 ($3.00 per 72,536 rentable square foot), and (iifeet of the Existing Premises) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Existing Premises Tenant Improvement Allowance, up Allowance to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) pay for Tenant Improvement Allowance Items incurred by Tenant in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject connection with tenant improvements made to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of Existing Premises during calendar year 2018 upon Tenant providing to Landlord paid invoices for all such improvements and related costs for design and construction of which the Existing Premises Tenant Improvement Allowance Improvementsis to be disbursed, including supporting information consisting of a line item summary of signed permits for all improvements completed within the cost to complete the Allowance Improvements and verification of payment of the costs thereof by LesseeExisting Premises, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or properly executed unconditional mechanics lien releases (such lien waivers in compliance with both California Civil Code Section 8134 and releases to be submitted for any progress payments either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note material suppliers and any other commercially reasonable documents requested by Lessorparty which has lien rights in connection with the construction of such improvements, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability requirements that are part of the TI AdvancesLandlord's standard "close-out" package.”

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will Landlord shall provide Lessee Tenant with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred NinetySixty-Eight dollars Thousand Four Hundred Fifteen Dollars ($237,198268,415.00) (the “Renewal TI Allowance”), to be applied by Tenant only toward the cost of refurbishing the Premises (e.g., walls, offices, conference rooms and other similar improvements, new carpet, paint, power upgrades [excluding, however, any upgrades to redundant power sources such as uninterrupted power supply and back-up generators], HVAC work, lighting, etc.) (“Refurbishing”). Tenant cannot use the Renewal TI Allowance to pay for Buildings 63furniture or trade fixtures or for any other purpose other than Refurbishing the Premises. Once Tenant has completed and paid for one or more particular Refurbishing projects, 64Landlord shall reimburse Tenant for the costs of such Refurbishing work, 65 in an aggregate amount not to exceed the Renewal TI Allowance, within thirty (30) days after Landlord’s receipt of the following: (i) a written request for reimbursement that itemizes, on a line item basis, the Refurbishing costs for which Tenant seeks payment, (ii) invoices, contracts and other documents that reasonably evidence that Tenant has actually incurred Refurbishing costs in an amount equal to or exceeding the Renewal TI Allowance (provided, however, Tenant can request multiple draws upon the Renewal TI Allowance for multiple Refurbishing projects so long as the total amount of all draws does not exceed the maximum Renewal TI Allowance of $3.00 per rentable square foot268,415.00), (iii) final, unconditional lien releases from all contractors and material and service providers who have provided materials and services for the Refurbishing work, which lien releases comply with California Civil Code Section 3262(d), and (iiiv) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which and information as Landlord shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesreasonably request.

Tenant Improvement Allowance. Provided that Lessee is not in default Up to Three Million Two Hundred Eighty Seven Thousand Eight Hundred Thirty Five and 00/100 Dollars ($3,287,835.00) (consisting of its obligations under Twenty and 00/100 Dollars ($20.00) per rentable square foot for the Sublease 151,893 rentable square feet located on the Second, Third, Fourth and Eleventh Floors of the Premises and Twenty Five and 00/100 Dollars per rentable square foot for the 9,999 rentable square feet located on the First Floor of the Premises) (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“"Tenant Improvement Allowance”) of "), to be used only for (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars the Construction Costs ($237,198as hereinafter defined), including without limitation, reasonable space planning, preparation of construction drawings, materials, interior signage, the cost of any construction permits, and Landlord's construction management fee in the amount of five percent (5%) for Buildings 63, 64, 65 ($3.00 per rentable square foot)of the aggregate Construction Costs, and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1Tenant's Moving Expenses, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowanceas defined below, up to Three Eight Hundred Fifty-Seven Nine Thousand Seven Four Hundred Sixty-Three Sixty and 00/100 Dollars ($357,763809,460.00) in (the aggregate"Moving Expense Sub-Allowance"). The term "Moving Expenses" shall mean moving materials, as needed between Buildings 63labor, 64advertisements, 65business cards, stationery, phone listings, hiring temporary employees relating to the move, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject the like. The Tenant Improvement Allowance shall not include the costs and expenses incurred by Landlord to perform certain work to the provisions of Article 7 Second, Third, Fourth and Eleventh Floors of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification Premises necessary to deliver the same in "white-box" condition prior to the commencement of payment of costs for design and construction of the Allowance Improvementstenant improvements, including supporting information consisting of a line item summary which "white-box" work to be performed by Landlord is detailed in Schedule 1 attached hereto and incorporated herein by reference. Landlord shall have no "white box" obligations with respect to the First Floor of the cost to complete the Allowance Improvements and verification of payment Premises. Delivery of the costs thereof by LesseeSecond, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt Third, Fourth and Eleventh Floors of payment) the Premises in "white-box" condition shall not require Landlord to replace any light fixtures or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by replace the performing contractor(s)ceiling grid, supplier(s) and materialmenunless otherwise expressly provided in Schedule 1 hereto. In the event that The Tenant Improvement Allowance shall also not include the costs and expenses incurred by Landlord to install security glass around the open atrium and the stairwells on Floors Three and Four of the Allowance Improvements exceed Premises and to construct a corridor on the First Floor of the Premises. The Tenant Improvement Allowance, all such costs Allowance shall be borne solely by Lesseenot, however, be used for the purchase of Tenant's furnishings (other than permanently affixed improvements, such excess costs may be paid out of TI Advances (as defined belowwallpaper and casework), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Subleasetrade fixtures, as amended by this Amendmentequipment or supplies, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancespaid for by Tenant, without allowance or reimbursement from Landlord.

Tenant Improvement Allowance. Provided that Lessee is not The Work Letter shall be modified as follows: Landlord shall provide Tenant with an allowance in default of its obligations under the Sublease an amount equal to $8,422,350.00 (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars (based on $237,198) for Buildings 63, 64, 65 ($3.00 75.00 per 112,298 rentable square footfeet) (the "Allowance") to be applied towards the hard and soft cost of designing, permitting, managing and constructing Tenant Improvements (as that term is defined in the Work Letter). The Allowance shall be paid as follows: (1) $1,895,028.75 within thirty (30) days after the date Landlord receives (a) proof reasonably satisfactory to Landlord that 22.5% of the Tenant Improvements have been completed, such percentage based on dollars spent and time of construction required, and (iib) up conditional lien waivers reasonably acceptable to One Hundred Twenty Thousand Five Hundred Sixty-five Landlord from Tenant's Contractor and all subcontractors; (2) $1,895,028.75 within thirty (30) days after the date Landlord receives (a) proof reasonably satisfactory to Landlord that 45% of the Tenant Improvements have been completed, such percentage based on dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 spent and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65time of construction required, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject (b) conditional lien waivers reasonably acceptable to Landlord from Tenant's Contractor and all subcontractors; First Amendment to Athena Lease (v3) (3) $1,895,028.75 within thirty (30) days after the provisions of Article 7 date Landlord receives (a) proof reasonably satisfactory to Landlord that 67.5% of the Sublease Tenant Improvements have been completed, such percentage based on dollars spent and time of construction required, and (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification b) conditional lien waivers reasonably acceptable to Landlord from Tenant's Contractor and all subcontractors; (4) $1,895,028.75 within thirty (30) days after the date Landlord receives (a) proof reasonably satisfactory to Landlord that 90.00% of payment the Tenant Improvements have been completed, such percentage based on dollars spent and time of costs for design construction required, and construction (b) conditional lien waivers reasonably acceptable to Landlord from Tenant's Contractor and all subcontractors; and (5) The balance of the Allowance Improvements, including supporting information consisting of a line item summary ($842,235.00) shall be paid to Tenant within thirty (30) days after Substantial Completion of the cost to complete the Allowance Tenant Improvements and verification Landlord's receipt of payment all items set forth in Section 3.2.14 of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesWork Letter.

Tenant Improvement Allowance. Provided that Lessee is Landlord shall, at Landlord's sole cost and expense (not in default of its obligations under the Sublease to exceed Sixty Three Thousand Five Hundred Fifty Five and 00/100 Dollars (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease$63,555.00), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars (which amount is $237,198) for Buildings 63, 64, 65 ($3.00 15.00 per rentable square footfoot of the Seventh Floor Expansion) (the "Seventh Floor Expansion Allowance"), make certain improvements to the Seventh Floor Expansion in accordance with plans and specifications identified on Exhibit B-1 attached hereto and incorporated herein by reference (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square footthe "Tenant's Expansion Plans"). During In the period beginning event Tenant does not utilize the entire Seventh Floor Expansion Allowance for improvements to the Seventh Floor Expansion, then Tenant may utilize any unused portion of the Expansion Allowance for other improvements to the Premises, as approved by Landlord; provided, however, that Tenant must use this unused portion on September or before December 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, 2001 or Landlord will have no further obligation with respect to allocate the combined Tenant Improvement Seventh Floor Expansion Allowance. In the event the cost of constructing such improvements to the Seventh Floor Expansion exceeds the Seventh Floor Expansion Allowance, up Tenant shall pay for all such costs within ten (10) days of receipt of Landlord's invoice therefor. In no event shall the remainder of the Seventh Floor Expansion Allowance, if any, be used for Rent. The improvements to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) be constructed in connection with Tenant's lease of the aggregate, as needed between Buildings 63, 64, 65, Seventh Floor Expansion shall be considered alterations and 66, for any Utility Installations or Alterations Lessee deems appropriate, the plans therefor and the construction thereof shall be subject to the provisions of Article 7 11 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesLease.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will Landlord shall provide Lessee Tenant with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred NinetySixty-Eight dollars Thousand Four Hundred Fifteen Dollars ($237,198268,415.00) (the “Renewal TI Allowance”), to be applied by Tenant only toward the cost of refurbishing the Premises (e.g., walls, offices, conference rooms and other similar improvements, new carpet, paint, power upgrades [excluding, however, any upgrades to redundant power sources such as uninterrupted power supply and back-up generators], HVAC work, lighting, etc.) (“Refurbishing”). Tenant cannot use the Renewal TI Allowance to pay for, furniture or trade fixtures or for Buildings 63any other purpose other than Refurbishing the Premises. Once Tenant has completed and paid for one or more particular Refurbishing projects, 64Landlord shall reimburse Tenant for the costs of such Refurbishing work, 65 in an aggregate amount not to exceed the Renewal TI Allowance, within thirty (30) days after Landlord’s receipt of the following: (i) a written request for reimbursement that itemizes, on a line item basis, the Refurbishing costs for which Tenant seeks payment, (ii) invoices, contracts and other documents that reasonably evidence that Tenant has actually incurred Refurbishing costs in an amount equal to or exceeding the Renewal TI Allowance (provided, however, Tenant can request multiple draws upon the Renewal TI Allowance for multiple Refurbishing projects so long as the total amount of all draws does not exceed the maximum Renewal TI Allowance of $3.00 per rentable square foot268,415.00), (iii) final, unconditional lien releases from all contractors and material and service providers who have provided materials and services for the Refurbishing work, which lien releases comply with California Civil Code Section 3262(d), and (iiiv) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which and information as Landlord shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesreasonably request.

Tenant Improvement Allowance. Provided Landlord agrees that Lessee is not in default of its obligations under Landlord shall pay to Tenant a sum equal to the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) lesser of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars the actual cost of Tenant’s Improvements (as hereinafter defined), or (ii) FIFTY THOUSAND AND NO/00 DOLLARS ($237,19850,000.00) (“Landlord’s Contribution”) on the terms and conditions contained herein. Landlord’s Contribution shall be paid to Tenant to reimburse Tenant for Buildings 63the actual cost of improvements installed by Tenant in the Premises (“Tenant Improvements”) provided such improvements: (i) are of the same general character as the existing improvements in the Premises; (ii) are non-structural in nature; (iii) do not require openings on the roof or exterior walls of the Building; (iv) do not affect any building system; (v) are completed prior to December 31, 642006 (vi) consist of improvements to the structure, 65 ($3.00 per rentable square foot)electrical, plumbing, lighting or HVAC systems of the Premises, and do not include personal property of Tenant, and (iivii) up are otherwise acceptable to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, Landlord in its sole reasonable discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide LessorLandlord’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs Contribution shall be borne solely paid in one installment by Lessee, however, such excess costs may be paid out Landlord to Tenant within ten (10) days of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions Tenant’s presentation of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, reasonable documentation evidencing (i) Lessee shall be required the amounts due to obtain Tenant, including presentation of a contractor’s statement final lien waivers, as the consent or approval of Lessor to case may be, covering all work for which the Allowance Improvements and to any other Alterations made by Lessee, and Tenant is requesting payment; (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination final completion of the Sublease. In the event that Lessee requires additional Alterations Tenant Improvements; (iii) a sworn statement from Tenant setting forth in detail all contractors and material suppliers with whom Tenant has contracted, their addresses, work or materials to modify the Premises in excess be furnished, amounts of the Allowance Improvements or the cost contracts, amounts paid to date, amounts of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (current payments and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), balances due; and (2iv) not less than thirty-six (36) months remain of a certification by Tenant’s contractor that the Sublease Term, then, upon LesseeTenant’s Improvements have been completed and materials are in place as indicated by the request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancespayment.

Tenant Improvement Allowance. Provided that Lessee is As of September 1, 2005, Landlord shall provide Tenant with an Allowance equal to $10.00 per square foot of net rentable area in the Leased Premises ($218,170.00), and Tenant shall apply such allowance to the upgrade and improvement of the Leased Premises (including but not in default limited to cabling and wiring of its obligations the Leased Premises) pursuant to mutually agreeable plans and specifications. Tenant shall pay Landlord promptly, as additional rental under the Sublease Lease and within thirty (and no event exists which with 30) days of being invoiced therefore, the giving cost of notice or passage any such improvements, less the amount of time would constitute a default such Allowance; provided, however, if Tenant has not used the entire Allowance by Lessee September 1, 2006, Tenant may elect to use up to $3.00 per square foot of net rentable area in the Leased Premises ($65,451.00) of the Allowance to offset the Net Rental next coming due under the Sublease)Lease. The provisions of Exhibit D to the Lease, Lessor will provide Lessee as applicable, shall apply with respect to all improvements in the Leased Premises. Notwithstanding the foregoing, Tenant may perform all such work to the Leased Premises with a tenant improvement allowance (“Tenant Improvement Allowance”) of contractor approved by in advance by Landlord, provided that (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars any mechanical, electrical and plumbing ($237,198"MEP") for Buildings 63, 64, 65 ($3.00 per rentable square foot)work must be approved in advance and drawn by Landlord's MEP architect, and (ii) up all MEP-related work must be performed by subcontractors approved in advance by Landlord. In addition, Tenant shall pay to One Hundred Twenty Thousand Five Hundred Sixty-Landlord construction management fee equal to five dollars percent ($120,5655%) for Building 66 ($5.00 per rentable square foot)of the total cost of all work associated with such improvements to the Leased Premises. During Such fee shall be paid to Landlord or Landlord's designated agent, and may be funded out of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretionAllowance, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesextent available.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of Thirty-Three and 80/100 Dollars (i$33.80) for each rentable square foot of the Initial Premises to be applied toward payment of the tenant improvement costs described below (the "Tenant Improvements"); provided that up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Five and 80/100 Dollars ($237,1985.80) for Buildings 63, 64, 65 ($3.00 per rentable square foot)foot of the Initial Premises may be applied toward the payment of any fee due Tenant's leasing advisor, and Ernst & Young, arising from Ernst & Young's representation of Tenant in connection with the leasing of the Premises (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot"Broker's Fees"). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, In no event shall Landlord be obligated to make disbursements pursuant to this Agreement in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed total amount which exceeds the Tenant Improvement Allowance. In addition, all such costs Tenant shall be borne solely by Lessee, however, such excess entitled to a one-time tenant improvement allowance in the amount of ($33.40) for each rentable square foot of the Expansion Premises to be applied to the payment of the tenant improvement costs described below (the "Tenant Improvements"); provided that up to Five Dollars and 40/100 ($5.40) per square foot may be paid out applied toward the payment of TI Advances (as defined below)any fee due Tenant's leasing advisor, subject to all Ernst & Young, arising from Ernst & Young's representation of Tenant in connection with the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 leasing of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, Expansion Premises (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease"Broker's Fees"). In the no event that Lessee requires additional Alterations shall Landlord be obligated to modify the Premises make disbursements pursuant to this Agreement in excess of the Allowance Improvements or the cost of the Allowance Improvements a total amount which exceeds the Tenant Improvement Allowance aboveAllowance. Notwithstanding the foregoing, provided that: (1) Lessee is not in default of if Tenant, breaches its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2Paragraph 12(b) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing Lease with respect to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date any portion of the first TI AdvancePremises, when without limiting Landlord's remedies as set forth elsewhere in this Lease, the Tenant Improvement Allowance shall not apply to such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability portion of the TI AdvancesPremises.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations Landlord will, for the initial premises demised to Tenant under the Sublease Lease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease“Initial Premises”), Lessor will provide Lessee with a tenant improvement allowance pay $[*_______*] (“Tenant Improvement Allowance”) toward the Total Cost (as defined in Section 13.2) of the design, engineering and construction of the Tenant Improvements in the Initial Premises. Landlord will make payments to Tenant’s Contractor from the Tenant Improvement Allowance not more frequently than once per month in an amount equal to [*ninety percent (90%)*] of the amount requested by Tenant within [*fifteen (15)*] days after receipt by Landlord of: (1) Tenant’s request for payment detailing the amounts requested, (2) supporting bills, invoices and such other information as Landlord may reasonably require, and (3) conditional lien releases supporting the amounts requested in the current month’s application (in the form specified in Civil Code Section 3262(d)(1)), together with unconditional releases supporting the amounts requested in the previous month’s application (in the form specified in Civil Code Section 3262(d)(2)), such releases to be provided at Landlord’s option, by subcontractors, suppliers and/or materialmen, in addition to Tenant’s Contractor. The remaining [*ten percent (10%)*] (“Retention Amount”) shall be paid to Tenant [*forty (40)*] days after the recording of a valid Notice of Completion of the Tenant Improvements and receipt of conditional lien releases (in the form specified in Civil Code Section 3262(d)(3)) from Tenant’s Contractor, subcontractors, suppliers, and materialmen, provided, however, that (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) no Retention Amount shall be withheld where the request is for Buildings 63, 64, 65 ($3.00 per rentable square foot), the payment of an invoice from a supplier who has no lien rights and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, Retention Amount for any Utility Installations or Alterations Lessee deems appropriate, subject to given trade shall be paid by Landlord upon the provisions satisfactory completion of Article 7 all of the Sublease (“Allowance Improvements”). Lessee will provide Lessorwork to be performed by that trade and Landlord’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics all lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed other supporting documentation reasonably requested by the performing contractor(s), supplier(s) and materialmenLandlord with respect thereto. In the event that the costs Total Cost of the Allowance Tenant Improvements exceed in the Initial Premises exceeds the Tenant Improvement Allowance, all such costs the difference shall be borne solely paid by LesseeTenant to Landlord not less than five (5) business days prior to the signing of the construction contract, and that amount shall be disbursed by Landlord prior to Landlord’s disbursement of any of the Tenant Improvement Allowance. If the Total Cost of the Tenant Improvements is less than the Tenant Improvement Allowance, the difference shall be retained by Landlord [*Optional:, provided, however, such excess costs that Tenant may be paid out utilize up to $______ to pay space planning, design and construction fees and to pay for built-in or movable furniture and artwork and any other relocation-related matter desired by Tenant and/or as a credit against the payment of TI Advances (as defined below), subject to all Rent next due under the provisions applicable to such TI Advances set forth belowLease*]. The terms and provisions of Article 7 of Tenant Improvements, whether or not the Sublease, as amended cost thereof is covered by this Amendmentthe Tenant Improvement Allowance, shall be applicable to become the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval property of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the Landlord upon expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify Lease and shall remain on the Premises in excess at all times during the Term of the Allowance Improvements or Lease, except as may be otherwise provided in the cost of the Allowance Improvements exceeds Lease [*OPTIONAL: and except that any personal property purchased with proceeds from the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default shall remain the property of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant*].

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute Lessor agrees to provide a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) Allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars $18.08 ($237,19835.00 x 62/120) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars foot of the 14th Floor Expansion Premises ($120,565176,479) for Building 66 ($5.00 per rentable square foot). During to be spent on permanent improvements to the period beginning on September 1Leased Premises based upon mutually approved plans and specifications or be added to the Remaining Unapplied Allowance.. Notwithstanding the foregoing, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate a portion of the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars (Allowance for the 14th Floor Expansion Premises equaling $357,763) 14,526.00 will be deducted from the Tenant Improvement Allowance as consideration for Lessee’s acquisition of the furniture currently located in the aggregate14th Floor Expansion Premises further described in Section 4 below, as needed between Buildings 63, 64, 65, and 66, resulting in a total remaining Tenant Improvement Allowance $161,953.00 for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”)Tenant Work. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and Lessor shall cooperate in the design, permitting and construction of the Allowance Improvements, including supporting Tenant Work by responding to requests for information consisting and taking such other action as may be required of a line item summary either of them in connection with approving the cost to complete the Allowance Improvements plans and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers specifications and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement AllowanceWork in a timely fashion. Lessor and Lessee agree that the Remaining Unapplied Allowance of $432,002.82, all such costs shall be borne solely by Lesseeplus the remaining Tenant Improvement Allowance net of furniture acquisition costs, however, such excess costs may be paid out of TI Advances (is $593,955.82. 3.1 The “Tenant Work,” as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendmentused herein, shall be applicable mean all construction work performed pursuant to and in accordance with the plans and specifications which have been approved by Lessor. Lessee may request to perform additional work different from or in addition to the Allowance Improvements and to Tenant Work, except Lessee may not make any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor modifications to the Allowance Improvements Tenant Work without Lessor’s prior written consent. 3.2 The “Tenant Improvement Costs,” as used herein, shall consist of all direct and to any other Alterations made by Lesseeindirect costs associated with the Tenant Work, and including: (iia) Lessor maydesign, as a condition of or to its consentincluding, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lesseewithout limitation, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of preparing the Allowance Improvements exceeds plans and specifications, permitting, demolition and preparation work, (b) “hard” and “soft” construction costs, including, without limitation, all amounts payable to general contractor under Lessor’s contract with general contractor,, (c) the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default cost of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject any changes to the maximum rate permitted plans and specifications required by lawany applicable governmental authority, and, (d) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due inspection and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesapproval fees.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute Tenant shall be entitled to a default by Lessee under the Sublease), Lessor will provide Lessee with a ------------------------------ tenant improvement allowance (“Tenant Improvement Allowance”the "TENANT IMPROVEMENT ALLOWANCE") in the amount of (i) up to Two Hundred ThirtyTwenty-Seven Thousand One Hundred Ninety-Eight dollars Five and 50/100 Dollars ($237,19825.50) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) foot of the Premises. Landlord shall have no other responsibility for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases Tenant's improvements to be submitted for any progress payments and for final payment) executed by constructed in such space (the performing contractor(s"TENANT IMPROVEMENTS"), supplier(s) and materialmen. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the event that the costs of the Base Building Allowance Improvements exceed and the Tenant Improvement Allowance. EXHIBIT C - Page 1 TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] With the exception of the items listed on SCHEDULE 5 hereto, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable Tenant ----------- Improvements which are permanently affixed to the Allowance Improvements and to any other Alterations made by Lessee, Premises for which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not has been made available shall be deemed Landlord's property and shall be governed by the same restrictions as are set forth in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain SECTION 6.6 of the Sublease TermLease with respect to Alterations, thenexcept that Tenant shall ------------ have no obligation to remove Tenant Improvements upon the expiration or sooner termination of the Lease Term (unless, upon Lessee’s request therefor in writing connection with Landlord's approval of the Final Working Drawings, Landlord notifies Tenant of particular, non-general office improvements which Landlord may require to Lessor from time to time, Lessor shall provide advances to Lessee be removed (the “TI Advances”"TENANT IMPROVEMENT REMOVAL ITEMS"), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances).

Tenant Improvement Allowance. Provided Landlord and Tenant hereby acknowledge and agree that Lessee is not the Tenant Improvement Costs (defined in default of its obligations under Section 9 below) for the Sublease (Tenant Improvements, based upon the Initial Plans approved by Landlord and no event exists which Tenant in accordance with the giving provisions of notice or passage of time would constitute a default Section 4 above, are estimated to be approximately Five Hundred Forty-Two Thousand and 00/100 Dollars ($542,000.00) (the "Estimated TI Costs"). If the actual Tenant Improvement Costs varies from this estimate by Lessee under the Subleasemore than twenty-five percent (25%), Lessor will provide Lessee with then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a tenant improvement allowance (“separate escrow account cash in an amount equal to the Excess Tenant Improvement Allowance”Costs (defined in Section 10 below); (c) of (i) up Tenant to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up provide to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may electLandlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to allocate pay for the combined Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord's contribution of the Tenant Improvement Allowance (defined in Section 10 below); provided, however, in no event or circumstance shall the Tenant Improvement Costs exceed the maximum amount of Seven Hundred Sixteen Thousand and 00/100 Dollars ($716,000.00), which amount is based on the amount of Twenty and 00/100 Dollars ($20.00) per rentable square foot for 35,800 square feet of the Premises which is to be improved, as described in the Initial Plans. Subject to the foregoing, Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of Four Hundred Twenty-Nine Thousand Six Hundred and 00/100 Dollars ($429,600.00) (the "Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three ") based upon an allowance of Twelve and 00/100 Dollars ($357,76312.00) per rentable square foot for 35,800 square feet of the Premises which is to be improved, as described in the aggregateInitial Plans and the Final Drawings. Tenant shall not be entitled to any credit, as needed between Buildings 63, 64, 65, abatement or payment from Landlord in the event that the amount of the Tenant Improvement Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for tenant improvements typically installed by Landlord in office/R&D buildings. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs and 66, for any Utility Installations or Alterations Lessee deems appropriate, shall be subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined Section 10 below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with Landlord hereby grants to Tenant a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Twenty-One Thousand Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Two Dollars ($357,76321,252) ("Allowance") to reimburse Tenant for the cost of tenant improvements ("Tenant Improvements") which Tenant installs in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriatePremises during the first six (6) months of the term of the Lease, subject to the provisions following terms and conditions: (a) The Tenant Improvements shall be deemed alterations to the Premises and subject to the terms and conditions of Article 7 paragraph 8 of the Sublease Lease. (“Allowance Improvements”)b) The Tenant Improvements for which Tenant seeks reimbursement shall be completed within six (6) months after the Lease Commencement Date. (c) All outstanding claims for labor, materials and fixtures relating to the Tenant Improvements shall have been paid in full by Tenant and Tenant shall have obtained lien releases from all contractors and materialmen, in form satisfactory to Landlord. (d) The Tenant Improvements shall have been constructed in accordance with all applicable laws. (e) Tenant shall not be in default under the Lease. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction Tenant shall not be entitled to any portion of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases which is not required to be submitted for disbursed in accordance with the foregoing requirements and Tenant shall not be entitled to any progress payments and for final payment) executed by credit against rent or any other payment due Landlord under the performing contractor(s), supplier(s) and materialmenLease. In the event that the costs No disbursement of any portion of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or until all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises conditions specified in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: items (1a) Lessee is not in default of its obligations under the Sublease through (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2e) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advanceshave been satisfied.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which a) Landlord agrees to provide Tenant with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a following tenant improvement allowance (“the "Tenant Improvement Allowance”) of "): (i) up to Fifteen Dollars ($15) per rentable square foot within the portion of the Premises on the third floor of the Building, or a total of Two Hundred ThirtySixty-Seven Five Thousand One Six Hundred Ninety-Eight dollars Five Dollars ($237,198265,695), (ii) for Buildings 63, 64, 65 Twenty Dollars ($3.00 20) per rentable usable square footfoot within the portion of the Premises on the portion of the second floor of the Building that is unimproved shell space, or a total of One Hundred Fifty-Six Thousand Nine Hundred Sixty Dollars ($156,960), and (iii) Seven Dollars ($7) per usable square foot for the portion of the Premises on the portion of the second floor of the Building that has been previously improved, or a total of Thirty Thousand Two Hundred Forty-Seven Dollars ($30,247). The allowances described in clauses (i), (ii) and (iii) are specifically allocated to the applicable portions of the Premises and may not be used for Tenant Improvements to any other portion of the Premises, provided that Tenant may transfer up to five percent (5%) of the amounts allocated in such clauses from one such portion of the Premises to another. For example, Tenant may use not more than One Hundred Twenty Thousand Five Hundred SixtyTwelve Dollars and Thirty-five dollars Five Cents ($120,5651,512.35) of the allowance for Building 66 ($5.00 per rentable square foot)previously improved space on the second Door for Tenant Improvements to other portions of the Premises. During Any other transfers of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement AllowanceAllowance from one portion of the Premises to another shall be subject to Landlord's prior written approval. All soft costs including, up but not limited to, fees, contractor overhead, profit, processing, permits, architectural engineering and reimbursables attributable directly or indirectly to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars the Tenant Improvements shall be allocated between the portions of the Premises described above based upon their proportional Tenant Improvement Allowance expenditures. ($357,763b) The Tenant Improvement Allowance may be used to pay for the construction by Landlord's Contractor (as defined below) of Tenant Improvements permanently installed and incorporated into the realty of the Premises, including costs of material and labor, fees for permits and licenses paid to any governmental agency in the aggregate, as needed between Buildings 63, 64, 65connection with such construction, and 66other actual out-of-pocket costs paid, directly or indirectly, by Landlord for any Utility Installations or Alterations Lessee deems appropriatesuch construction, subject to but specifically excluding payment for Tenant's fixtures, furniture, cabling and other personal property, which shall be constructed and installed at Tenant's sole cost and expense and in accordance with the provisions of Article 7 requirements of the Sublease (“Lease. Landlord shall not impose any charge upon the Tenant Improvement Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification for Landlord's profit, overhead or supervision of payment of costs for design and the construction of the Allowance Tenant Improvements. Notwithstanding the foregoing, including supporting information consisting of a line item summary of if Landlord engages any consultants to review specialized or upgraded improvements requested by Tenant, the cost to complete the Allowance Improvements and verification of payment of the reasonable costs thereof incurred by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to Landlord shall be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed charged against the Tenant Improvement Allowance. (c) The Tenant Improvement Allowance may also be used to pay for the services of the Space Planner (as defined below) to prepare the Space Plan and the Plans and Specifications (as such terms are defined below) and to provide construction administration, all such costs millwork plans and other space planning/architectural services customarily provided for similar projects, provided that the total amount of the Tenant Improvement Allowance that may be used to pay the Space Planner shall not exceed One Dollar and Forty-Five Cents ($1.45) per usable square foot within the Premises ("Architectural Cap"). Tenant shall be borne solely by Lesseeresponsible for any fees or other amounts payable to the Space Planner in excess of the Architectural Cap. (d) Tenant shall be solely responsible for the cost of any Tenant Improvements in excess of the Tenant Improvement Allowance (or in excess of the portion of the Tenant Improvement Allowance allocated to each portion of the Premises, howeversubject to Tenant's limited right to reallocate such amounts as described in (a) above), for the cost of any fees and costs of the Space Planner in excess of the Architectural Cap and the cost of any decorating devices, Tenant's fixtures, cabling, such as nonstandard items requested by Tenant to be incorporated in the Tenant Improvements. Tenant shall pay to Landlord fifty percent (50%) of any such excess costs may be paid out cost upon presentation of TI Advances an invoice to Tenant and the remaining fifty percent (50%) upon Substantial Completion (as defined below). Any such payments shall be collectible as additional obligations of Tenant pursuant to the Lease and, subject in default of payment thereof, Landlord shall (in addition to all other remedies) have the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, same rights as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In in the event that Lessee requires additional Alterations to modify the Premises of default in excess payment of the Allowance Improvements or the cost rent. Any portion of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee that is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default used by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain Tenant upon Substantial Completion of the Sublease TermTenant Improvements shall be retained by Landlord and Tenant shall have no right or claim, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) then or in the aggregatefuture, for purposes of financing to any unused portion. The parties agree that the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date intent of the first TI Advance, when such TI Advances shall Tenant Improvement Allowance is to cause to be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of constructed generic/building standard Tenant Improvements throughout the TI AdvancesPremises.

Tenant Improvement Allowance. Provided Landlord and Tenant hereby acknowledge and agree that Lessee is not the Tenant Improvement Costs (defined in default of its obligations under Section 9 below) for the Sublease (Tenant Improvements, based upon the Initial Plans approved by Landlord and no event exists which Tenant in accordance with the giving provisions of notice or passage of time would constitute a default Section 4 above, are estimated to approximately One Hundred Four Thousand Three Hundred Thirteen and 00/100 Dollars ($104,313.00) (the “Estimated TI Costs”). If the actual Tenant Improvement Costs varies from this estimate by Lessee under the Subleasemore than twenty-five percent (25%), Lessor will then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 10 below); (c) Tenant to provide Lessee with a tenant improvement to Landlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to pay for the Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord’s contribution of the Tenant Improvement Allowance (defined in Section 10 below). Subject to the foregoing, Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of One Hundred Four Thousand Three Hundred Thirteen and 00/100 Dollars ($104,313.00) (the “Tenant Improvement Allowance”) based upon an allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars and 45/100 Dollars ($237,1987.45) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) foot for Building 66 ($5.00 per 14,001 rentable square foot)feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. During Tenant shall not be entitled to any credit, abatement or payment from Landlord in the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate event that the combined amount of the Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for tenant improvements typically installed by Landlord in office/R&D and warehouse/distribution buildings. The Tenant Improvement Allowance shall be the aggregate, as needed between Buildings 63, 64, 65, maximum contribution by Landlord for the Tenant Improvement Costs and 66, for any Utility Installations or Alterations Lessee deems appropriate, shall be subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined Section 10 below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not in default (a) Landlord agrees to provide to Tenant a finish allowance for completion of its obligations under the Sublease Tenant Improvements (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) in the amount, of (i) up to Two Six Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Five Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred FiftyEighty-Seven Thousand Seven Hundred Sixty-Three and 00/100 Dollars ($357,763635,587.00). The allowance was derived as follows: Warehouse area: 59,934 s.f. x $6.10/s.f.= $ 365,597.00 Office & Finished Areas: 28,460 s.f. (19,856 s.f. + 8.604 s.f.) x $9.487/s.f. = $ 269,990.00 TOTAL: $ 635,587.00 The Tenant Allowance is to be used to pay the cost of all or a portion of the Tenant Improvements, including, without limitation, architectural, mechanical, plumbing, wiring, cabling and electrical design costs, costs payable to Tenant’s contractor’s. The Tenant Allowance will be amortized at the rate of eight and one-half percent (8.5%) per annum, to be repaid to Landlord as additional rent in equal monthly installments over the aggregate, as needed between Buildings 63, 64, 65initial Term of the Lease. The first monthly installment of the Tenant Allowance will be paid with the first monthly installment of Basic Monthly Rental, and 66shall continue to be paid on the first day of each month thereafter until fully amortized. The monthly payments by Tenant for the Tenant Allowance amortization will be Seven Thousand Eight Hundred Eighty and 37/100 Dollars ($7,880.37), which equals $1.07 per s.f. per annum. Tenant shall be responsible for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design interest to Landlord at the rate of eight and construction of one-half percent (8.5%) on all sums disbursed to Tenant from the Tenant Allowance Improvementsprior to August 1, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements 2005, which interest shall be due and verification of payment of the costs thereof by Lesseepayable on August 1, accompanied by statutorily sufficient conditional 2005. (i.e. conditioned only upon receipt of paymentb) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs estimated or actual cost of the Allowance Tenant Improvements exceed exceeds the amount of the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances Allowance (as defined below“Overruns”), subject Tenant shall pay for the Overruns. (c) Landlord will pay up to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 full amount of the Sublease, as amended by this Amendment, shall be applicable Tenant Allowance to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or reimburse Tenant for the cost of the Allowance Tenant Improvements exceeds provided that Tenant shall deliver to Landlord, with its request or requests for reimbursement or payment, copies of invoices evidencing that the reimbursement or payment is for actual Tenant Improvements to the Premises, made in accordance with the Plans approved by Landlord, and free of any mechanics’ or materialmen’s liens. Upon Landlord’s request, Tenant shall deliver lien waivers from Tenant’s contractor and any sub-contractors for all work performed at the Premises. Tenant may deliver copies of invoices to Landlord once per month during construction of the Tenant Improvement Allowance aboveImprovements, provided that: and within thirty (130) Lessee is not in default days after Substantial Completion, and Landlord, within thirty (30) days of receipt of each invoice delivery, shall remit to Tenant or its obligations under designee the Sublease (and no event exists which full amount of such invoices, up to the aggregate total of the Tenant Allowance. Tenant shall ensure that each invoice submitted to Landlord shall be on a standard AIA Payment Form G-702. Tenant shall deliver to Landlord, concurrent with the giving monthly deliveries of notice or passage invoices, a spreadsheet setting forth the total cost of time would constitute a default by Lessee under the Sublease)tenant improvements constructed to date, and (2) such spreadsheet shall be updated with each draw request. Tenant may request that payments be made directly to Tenant’s contractor and, in such event, Tenant acknowledges that Landlord shall make such disbursement as an accommodation to Tenant, and Landlord shall not less than thirty-six (36) months remain have any liability for construction warranties or defects in the construction of the Sublease TermTenant Improvements, thenlatent or otherwise, upon Lessee’s request therefor and Tenant shall hold Landlord harmless from same. (d) Any sums not disbursed by August 1, 2005, as set forth in writing Section 3(c) above shall be deposited by Landlord to Lessor from time an escrow account to timebe administered by an escrow agent mutually acceptable to Landlord and Tenant, Lessor shall provide advances to Lessee (the “TI AdvancesEscrow Agent”). Landlord and Tenant agree that an institutional lender holding a first deed of trust encumbering Landlord’s interest in the Premises shall be deemed an acceptable Escrow Agent. The Escrow Agent shall disburse the remaining Tenant Allowance utilizing the same method as in Section 3(c) above until the Tenant Improvements are complete and the last invoice is paid or reimbursed, as the case may be. All interest earned on the escrowed sums shall be credited to Tenant. Any unused Tenant Allowance and the interested accrued thereon shall be returned to Landlord provided, however, Tenant shall have the benefit of such funds as set forth in amounts Section 3(e) below. All fees of not the Escrow Agent, solely in its capacity as Escrow Agent, shall be shared equally between Landlord and Tenant. (e) If the actual cost of the Tenant Improvements is less than Fifty Thousand the amount of the Tenant Allowance, Tenant may, at its option, either ($50,000i) each receive a credit against the Basic Monthly Rental payments commencing upon the date that Basic Monthly Rental payments first become due, and not to exceed Seven Hundred Thousand Dollars continuing thereafter until all of the unspent Tenant Allowance has been credited, or ($700,000ii) in the aggregate, for purposes Basic Monthly Rent will be reduced by amortization of financing the costs unspent Tenant Allowance over the initial Term of such Alterations, which TI Advances shall be amortized the Lease at the rate of eight and one-half percent (8.08.5%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesannum.

Tenant Improvement Allowance. Provided that Lessee is Subject to the terms of this Exhibit B, Tenant shall be entitled to an allowance in the amount of Two Million Six Hundred Forty-One Thousand Six Hundred and No/100 Dollars ($2,641,600.00) (i.e., $25.00 per rentable square foot of the Premises) (the "Base Allowance") for the costs relating to the Improvement Allowance Items. Notwithstanding the terms and conditions set forth in this Exhibit B, Tenant shall be entitled, pursuant to a written notice (the "Additional Allowance Notice") delivered to Landlord, to a one-time increase (the "Additional Allowance") in the Base Allowance in an amount not in default to exceed $1,056,640.00 (i.e., $10.00 per rentable square foot of its obligations under the Sublease (and no event exists which Premises), for the costs relating to the Improvement Allowance Items. The Base Allowance together with the giving of notice or passage of time would constitute a default by Lessee under Additional Allowance shall sometimes be collectively referred to herein as the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“"Tenant Improvement Allowance”". In the event that Tenant exercises its right to use all or any portion of the Additional Allowance, then such portion of the Additional Allowance shall be repaid by Tenant to Landlord by increasing Tenant's monthly Base Rent hereunder by the amount required to fully amortize such portion of the Additional Allowance over the initial Term, in sixty-two (62) equal monthly installments, commencing upon the Commencement Date and continuing on the first day of each calendar month thereafter through the Expiration Date (the "Allowance Rent"). Such amortization shall be calculated together with interest at the rate of seven percent (7%) per annum. In the event Tenant elects to utilize all or any portion of the Additional Allowance, then (i) up the parties shall promptly execute an amendment (the "Amendment") to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot)the Lease setting forth the monthly Base Rent as increased by the Allowance Rent, and (ii) up Tenant shall pay to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During Landlord, concurrently with Xxxxxx's execution and delivery of the period beginning on September 1Amendment to Landlord, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject an amount equal to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction first installment of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of Rent payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable Notwithstanding anything contained herein to the Allowance Improvements and to any other Alterations made by Lesseecontrary, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveshall only be available for disbursement until March 31, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances2021.

Tenant Improvement Allowance. Provided that Lessee is not in default In consideration of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)Tenant entering into this Fourth Amendment, Lessor will Landlord agrees to provide Lessee with to Tenant a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up equal to Two Seven Million Three Hundred ThirtySeventy-Five Thousand Seven Thousand One Hundred Ninety-Eight dollars Twenty Five and 00/100 Dollars ($237,198) for Buildings 637,375,725.00), 64, 65 which amount is based on Twenty-Two and 50/100 Dollars ($3.00 22.50) per rentable square footfoot of the Premises (the “Renewal Allowance”). The Renewal Allowance may be used in Tenant’s sole discretion, including to offset and (ii) up xxxxx Tenant’s obligation to One pay Base Rental during the Extension Term. Notwithstanding the foregoing, the parties agree that at least Two Million Four Hundred Twenty Fifty Eight Thousand Five Hundred Sixty-five dollars Seventy Five and 00/100 Dollars ($120,565) for Building 66 2,458,575.00), based on Seven and 50/100 Dollars ($5.00 7.50) per rentable square foot). During foot of the period beginning Premises, shall be used, on September 1or before the New Expiration Date, 2010 for costs relating to the construction of improvements to the Premises and ending on August 31the relocation, 2013repair or replacement of any and all furniture, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) fixtures and equipment located in the aggregatePremises (collectively, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will At Tenant’s election on or before January 15, 2005, and further provided that Tenant is not in Default under the Lease, Landlord shall credit the Renewal Allowance against Tenant’s future obligations to pay Monthly Base Rental, additional rental, or any other charges due and owing by Tenant under the Lease, provided, however, if Tenant fails to provide Lessor’s Facilities Department sufficient backup information showing verification Landlord notice of payment of costs for design and construction of such election on or before January 15, 2005, Landlord shall pay the Renewal Allowance Improvementsto Tenant via check or wire transfer on or before January 28, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of 2005. At any time after such payment of the costs thereof by LesseeRenewal Allowance, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics but no later than the New Expiration Date, Tenant shall furnish to Landlord evidence reasonably satisfactory to Landlord, including such invoices, certifications, lien releases (such lien waivers releases, and releases other documentation as Landlord may reasonably request, to be submitted for any progress payments assured, to Landlord’s reasonable satisfaction, that the Improvements have been completed in compliance with the terms of this Section and for final payment) executed by the performing contractor(s), supplier(s) and materialmenterms of the Lease. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable addition to the Allowance Improvements foregoing, Landlord acknowledges that Tenant is still entitled to use of that certain tenant improvement allowance equal to Eighteen and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand No/100 Dollars ($700,00018.00) in per rentable square foot for that portion of the aggregate, for purposes of financing the costs of such Alterations, which TI Advances Premises known as Floor 5 North comprising 26,830 rentable square feet (“Five North”). The Five North allowance shall be amortized at eight percent (8.0%) per annum (subject used by Tenant in accordance with the terms of the Lease prior to the maximum rate permitted by law) Expiration Date, and solely for costs related to the construction of improvements to Five North and the installation of furniture, fixtures and equipment to be located in equal monthly installments over a thirty-six (36) month period from Five North. Tenant shall have no further right to the date of the first TI AdvanceFive North allowance after September 30, when such TI Advances 2007. The rights contained in this Section shall be due personal to the original Tenant signing this Fourth Amendment and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall not be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancestransferable.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to One Million Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Five Thousand Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Seventy and No/100 Dollars ($357,7631,265,370.00) in for the aggregatecosts relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises, including the additional Base Building Improvements, as needed between Buildings 63that term is set forth in Section 2.2, 64below (collectively, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design Except as set forth in Sections 2.3 and construction of 2.4, below, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenTenant Improvement Allowance. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant on or before June 30, all 2015, then such costs unused amounts shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject revert to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by LesseeLandlord, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Tenant shall have no further rights with respect thereto. All Tenant Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds for which the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations has been made available shall be deemed Landlord’s property under the Sublease terms of the Lease and shall remain in the Premises at the end of the Term; provided, however, Landlord may, by written notice to Tenant given at the time of approval of the “Final Working Drawings,” as that term is defined in Section 3.4 of this Tenant Work Letter, or in the case of a Limited Project under Section 3.1 of this Tenant Work Letter, at the time of approval of plans and specifications under Section 6.4 of the Lease, require Tenant, at Tenant’s expense, to remove any (i) moveable furniture, (ii) trade fixtures, (iii) process and no event exists which with process support equipment, (iv) utility equipment, (v) any other items permitted to be removed by Tenant pursuant to the giving of notice or passage of time would constitute a default by Lessee under the Sublease)Lease, and (2vi) not less than thirty-six (36) months remain any other items agreed by Landlord to be removed by Tenant at the end of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee Term (the equipment and items described in the preceding clauses (i) through (vi) are collectively referred to herein as the “TI AdvancesTenant’s Removable Property”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject . With respect to the maximum rate permitted “Prior Work,” as that term is defined in Section 2.3.2.4 of this Tenant Work Letter, the Tenant’s Removable Property required to be removed by law) in equal monthly installments over a thirty-six (36) month period from Tenant at the date end of the first TI AdvanceTerm consists of those items listed on Schedule 2 attached to this Tenant Work Letter. Tenant shall, when such TI Advances shall be due at Tenant’s expense, repair any damage to the Premises and payable in full. Lessee shall execute LessorBuilding caused the removal of Tenant’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesRemovable Property.

Tenant Improvement Allowance. Provided that Lessee Landlord shall provide Tenant with an allowance of Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00) to be used in connection with alterations and improvements of the Premises to be performed by Tenant, including, without limitation, the buildout of the ninth floor of the Premises and other upgrades to the Premises (collectively, "Tenant's Work"), all in accordance with this Section 12. Any delay caused by Tenant in connection with the completion of the Tenant's Work shall in no event delay the Lease Commencement Date or the payment of Fixed Rent or Additional Rent. So long as Tenant is not in default of its obligations under the Sublease Lease, Landlord, as its sole monetary obligation with respect to the Tenant's Work, shall pay an amount (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“"Tenant Improvement Allowance”") not to exceed Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00), which shall be payable to Tenant in periodic draws, not more often than once per quarter, within ten (15) Business Days after Landlord's receipt of a draw request from Tenant, in form and substance reasonably satisfactory to Landlord, setting forth the amount of the Tenant Improvement Allowance requested, together with such schedules, affidavits, releases, waivers, statements, invoices for costs, bills, and other documents, certificates and information as may be reasonably required by Landlord, including, without limitation: (i) up a Contractor's Affidavit of Payment of Debts and Claims (with an attachment list of subcontractors) (AIA Document G706) and other evidence satisfactory to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63Landlord that all applicable bills have been paid to Tenant's contractors, 64, 65 ($3.00 per rentable square foot), subcontractors and professionals; and (ii) up a LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 Contractor's Affidavit of Release of Liens (AIA Document G706A), together with appropriate lien waivers from the contractor and all subcontractors; provided however that Tenant will have the right at its option to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1submit reasonably comparable substitute documents, 2010 as used and ending on August 31, 2013, Lessee may electapproved by The University of Texas System, in its sole discretionplace of the named AIA Document G706 and AIA Document G706A, but in any event all such lien waivers must comply with the requirements set forth in Sections 53.281 – 53.284 of the Texas Property Code. Notwithstanding anything to allocate the combined contrary set forth in the Lease, it is hereby agreed that the Tenant Improvement AllowanceAllowance shall in no event be utilized towards payment of any Fixed Rent, Additional Rent or other obligations of Tenant under the Lease, or as any other form of rent concessions or rent credits; provided, further, that if the entire Tenant Improvement Allowance is not required by Tenant for Tenant's Work, then any unused portions of such Tenant Improvement Allowance shall represent a savings to Landlord and shall not be used or usable by or disbursable to Tenant for any other purpose or use. Tenant and/or its contractors and subcontractors shall coordinate any and all construction activities contemplated herein with Landlord's construction coordinator, and all such construction activities shall be subject to a construction management fee payable by Tenant to Landlord in an amount equal to the sum of (a) one percent (1.0%) of the total cost of Tenant Work, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in but not exceeding the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions amount of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out ; plus (b) one-half of TI Advances one percent (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 0.5%) of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the total cost of Tenant's Work that exceeds the Allowance Improvements exceeds amount of the Tenant Improvement Allowance above(collectively, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which "Construction Management Fee"). The Construction Management Fee will be paid by Tenant to Landlord with the giving funding of notice or passage of time would constitute the Tenant Improvement Allowance on a default pari passu basis, which fee shall be deducted from the Tenant Improvement Allowance. The Tenant Improvement Allowance shall remain available to be used by Lessee under Tenant through October 1, 2022 (the Sublease"Tenant Improvement Allowance Expiration Date"); provided, and (2) not less than thirty-however, upon Tenant's request, the Allowance Expiration Date may be extended by up to six (366) months remain with Landlord's consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any portion of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (Tenant Improvement Allowance remaining unused after the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances Tenant Improvement Allowance Expiration Date shall be amortized at eight percent (8.0%) per annum (subject retained by Landlord and Tenant shall have no further right to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesremaining Tenant Improvement Allowance.

Tenant Improvement Allowance. Provided Landlord and Tenant hereby acknowledge and agree that Lessee is not the Tenant Improvement Costs (defined in default of its obligations under Section 9 below) for the Sublease (Tenant Improvements, based upon the Initial Plans approved by Landlord and no event exists which Tenant in accordance with the giving provisions of notice or passage of time would constitute a default Section 4 above, are estimated to be approximately Seven Hundred Two Thousand Nine Hundred Twelve and 00/100 Dollars ($702,912.00) (the “Estimated TI Costs”). If the actual Tenant Improvement Costs varies from this estimate by Lessee under the Subleasemore than twenty-five percent (25%), Lessor will then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 10 below); (c) Tenant to provide Lessee with a tenant improvement to Landlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to pay for the Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord’s contribution of the Tenant Improvement Allowance (defined in Section 10 below). Subject to the foregoing, Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of Seven Hundred Two Thousand Nine Hundred Twelve and 00/100 Dollars ($702,912.00) (the “Tenant Improvement Allowance”) based upon an allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Twenty and 80/100 Dollars ($237,19820.80) for Buildings 63, 64, 65 ($3.00 per rentable square foot)foot for 33,792 square feet of the Premises which is to be improved, as described in the Initial Plans and (ii) up the Final Drawings. Tenant shall not be entitled to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During any credit, abatement or payment from Landlord in the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate event that the combined amount of the Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for tenant improvements typically installed by Landlord in office/R&D and warehouse/distribution buildings. The Tenant Improvement Allowance shall be the aggregate, as needed between Buildings 63, 64, 65, maximum contribution by Landlord for the Tenant Improvement Costs and 66, for any Utility Installations or Alterations Lessee deems appropriate, shall be subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined Section 10 below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is (a) Subject to Section 1.4(c) below, Landlord shall pay the Cost of Tenant Improvements (as defined in the Work Letter) up to an amount not in default to exceed Two Million Nine Hundred Seventy-Nine Thousand Six Hundred Neinety and 00/100 Dollars ($2,979,690.00) (i.e., $210.00 per rentable square foot of its obligations under the Sublease Leased Premises) (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Maximum Allowance”) and the amount paid by Landlord pursuant to this Section 1.4(a) is hereinafter referred to as the “Allowance.” Tenant shall pay the entire Cost of the Tenant Improvements in excess of the Maximum Allowance pursuant to Section 6 of the Work Letter. (b) In the event that the Cost of Tenant Improvements is less than Two Million Six Hundred Ninety-Five Thousand Nine Hundred Ten and 00/100 Dollars ($2,695,910.00) (i.e., $190.00 per rentable square foot of the Leased Premises) (the “Threshold Amount”), then the amount by which the Threshold Amount is greater than the Cost of Tenant Improvements shall be applied to the monthly installments of Annual Base Rent (as hereinafter defined) becoming due from and after the Commencement Date. (c) In the event that the Cost of Tenant Improvements is greater than the Threshold Amount, then Tenant’s monthly installments of Annual Base Rent shall be increased in accordance with this subsection (c) and, simultaneously with Tenant’s approval of the Project Book (as defined in the Work Letter), Landlord and Tenant shall execute an amendment to this Lease reflecting the increase in Annual Base Rent as determined herein. For purposes of this subsection (c), the term “Excess Amount of Landlord-Funded TI” shall mean the difference between (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63the Cost of Tenant Improvements or the Maximum Allowance, 64, 65 ($3.00 per rentable square foot)whichever is less, and (ii) up the Threshold Amount. The term “DSCR Amount” shall mean the product of the Excess Amount of Landlord-Funded TI multiplied by 1.15. The amount by which each monthly installment of Annual Base Rent payable during the initial Lease Term shall be increased pursuant to One Hundred Twenty Thousand Five Hundred Sixtythis subsection (c) shall be calculated by fully amortizing the DSCR Amount over a period of one hundred twenty-three (123) months at an interest rate equal to five dollars and one-half percent ($120,565) for Building 66 ($5.00 per rentable square foot5.5%). During For the period beginning on September 1avoidance of doubt, 2010 and ending on August 31by way of example only, 2013, Lessee may elect, in its sole discretion, to allocate Landlord and Tenant hereby acknowledge and agree that if the combined Cost of Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) Improvements reflected in the aggregateProject Book is $2,908,745.00, each monthly installment of Annual Base Rent due during the initial Term shall be increased by $2,607.69, which amount was calculated by amortizing the DSCR Amount of $244,760.25 (i.e., 1.15 * [$2,908,745.00 - $2,695,910.00]) over one hundred twenty-three (123) months at an interest rate equal to five and one-half percent (5.5%). Attached hereto as needed between Buildings 63, 64, 65, and 66, Exhibit C-1 (for any Utility Installations or Alterations Lessee deems appropriate, subject to illustration purposes only) is a chart depicting the provisions of Article 7 amortization of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) DSCR Amount described in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesforegoing example.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to receive from Landlord a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of (i) up to to, but not exceeding Two Hundred ThirtyTwenty-Seven Thousand One Hundred Ninety-Eight dollars Five Dollars ($237,198225.00) for Buildings 63, 64, 65 ($3.00 per rentable square footfoot of the Premises (i.e., Ten Million Six Hundred Forty‑One Thousand Six Hundred Dollars ($10,641,600.00) based on 47,296 rentable square feet in the Premises), to help pay for the costs of the design, permitting and construction of Tenant's improvements which are, except as otherwise provided herein, permanently affixed to the Premises (iicollectively, the "Tenant Improvements"). Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined in Section 4.3.1 below), Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay such Over-Allowance Amount, to receive a one-time additional improvement allowance (the "Additional Allowance") in the amount not to exceed Twenty-Five Dollars ($25.00) per rentable square foot of the Premises, (i.e., up to One Million One Hundred Twenty Eighty‑Two Thousand Five Four Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,7631,182,400.00) based on 47,296 rentable square feet in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”Premises). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the Base Rent payable by Tenant throughout the entire one hundred twenty-six (126) month initial Lease Term ("Amortization Period") shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said one hundred twenty-six (126) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the "Amortization Rent"). At Landlord's election, such Amortization Rent shall be memorialized in an amendment to the Lease to be executed by Landlord and Tenant. In the event the Lease shall terminate due to a default by Tenant (and excluding as a result of a default by Landlord under the terms of the Lease or this Tenant Work Letter), Tenant acknowledges and agrees that the costs unamortized balance of the Additional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3, shall become immediately due and payable as unpaid rent which has been earned as of such termination date. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever. The Allowance and the Additional Allowance may collectively be referred to herein as the "Allowances". In no event shall Landlord be obligated to make disbursements for the cost of the Tenant Improvements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. The Allowances may only be used for permanently affixed improvements to the Premises; provided, however, that an amount not to exceed One Million Sixty‑Four Thousand One Hundred Sixty Dollars ($1,064,160.00) of the Tenant Improvement Allowance (but not the Additional Allowance) may be utilized by Tenant for (i) the purchase and installation of furniture, all such costs fixtures and equipment for the Premises, (ii) networking and wiring to be installed at the Premises, (iii) direct moving expenses incurred by Tenant with respect to the initial move-in at the Premises, and (iv) Tenant Improvement design and engineering services, architectural services, direct moving expenses and reasonable project management fees (collectively, the "Soft Costs"). Any unused amount of the Allowances existing as of the date that is twenty-four (24) months after the Lease Commencement Date shall be borne solely by Lesseethe sole property of Landlord, however, and Landlord will have no obligation to disburse any amount of the Allowances after such excess costs may date. Tenant shall not be paid out entitled to receive any cash payment or credit against Rent or otherwise for any portion of TI Advances the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided Tenant shall receive an allowance against the cost of designing, obtaining permits for, and constructing the Tenant Work in the amount of Twenty-Five Dollars ($25.00) per rentable square foot contained within the Building [for a total allowance of Six Hundred Fifty-Three Thousand One Hundred Seventy-Five Dollars ($653,175.00] (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be paid to Tenant or its designee as the construction of the Tenant Work progresses and in proportion to the, completion of such work, subject to retainage as provided for below and to deduction for Landlord's Fee as provided in Section 3.7. Each payment to Tenant or its designee shall be made within thirty (30) days after written request for payment by Tenant (such request not to be made more often than monthly), provided that Lessee is (a) Landlord's Representative shall have the right to inspect the Tenant Work performed within that period and Landlord shall have the right to withhold payment for any defective or incomplete work noted, and (b) all progress payments in connection with the Tenant Work shall be subject to a ten percent (10%) retainage by Landlord until fifty (50%) of the Tenant Work has been completed and a five percent (50%) retainage by Landlord until Substantial Completion of the Tenant Work has occurred. Each request for payment shall be accompanied by (i) a copy of the invoice or paid receipt in the case of design or permitting expenses, (ii) the General Contractor's requisition for payment to Tenant in the case of construction work, setting forth in reasonable detail the costs of the Tenant Work incurred to the date of such submission and the amount of those costs paid to date, and (iii) for all costs other than permitting expenses, mechanics lien waivers duly executed by all parties supplying labor, materials, or services with respect to the Tenant Work, waiving all claims for mechanics' or materialmens' liens for all work, materials, or services furnished to the Building except for the work, materials, or services which are the subject of the current request for payment. All payments of the Tenant Improvement Allowance made by Landlord to Tenant shall be deemed to have been made in trust, for application only to the Construction Costs. At Landlord's option, all checks may be made jointly payable to Tenant and the General Contractor or other party furnishing, labor, materials, or services for the Tenant Work, as the case maybe. The costs subject to payment from the Tenant Improvement Allowance shall not include any interest or other costs of financing or any overhead charge, construction management fee, or other fee to Tenant or any affiliate of Tenant, but shall include Landlord's Fee as provided in default Section 3.7. Upon Substantial Completion of its obligations the Tenant Work and provided that no Event of Default exists under the Sublease Lease (and no event exists has occurred and is continuing which with would constitute an Event of Default upon the giving of notice or the passage of time would constitute a default by Lessee under the Subleasetime), Lessor will provide Lessee with a tenant improvement allowance (“the retainage held back by Landlord from the Tenant Improvement Allowance”) Allowance shall be paid to Tenant, less any unpaid balance of Landlord's Fee (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof which shall be retained by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(sLandlord) and materialmen. In if the event that the costs of the Allowance Improvements exceed total Construction Costs, (plus Landlord's Fee) are less than the Tenant Improvement Allowance, all such the balance of the Tenant Improvement Allowance shall be credited by Landlord to the first installment or installments of Basic Rent coming due under the Lease until the Tenant Improvement Allowance is exhausted. If the total costs of the Tenant Work (plus Landlord's Fee) are in excess of the Tenant Improvement Allowance, the excess costs shall be borne solely by Lessee, however, such excess costs may Tenant and any outstanding balance of Landlord's Fee shall be paid out of TI Advances (by Tenant to Landlord as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises provided in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesSection 3.7.

Tenant Improvement Allowance. Provided 51.01 On condition that Lessee Tenant is not in default material compliance with all of its monetary and non-monetary material obligations under of this Lease, Tenant shall be permitted to receive an allowance of $700,000.00 (the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) for Tenant’s performance of the Initial Alterations (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1of time Tenant is undertaking same, 2010 and ending on August 31hereinafter, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance ImprovementsConstruction Period”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of As a line item summary of the cost condition to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed Tenant receiving the Tenant Improvement Allowance, Tenant shall provide sign-offs on all such costs shall be borne solely of the permits issued by Lessee, however, such excess costs may be paid out any governmental agencies having jurisdiction over Tenant’s Initial Alterations and proof of TI Advances full payment to Tenant’s contractors for the Initial Alterations (as defined belowincluding releases and final waivers of liens), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 before Landlord issues payment of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, Tenant Improvement Allowance. 51.02 On condition that Tenant (i) Lessee completes its construction for the Initial Alterations as provided below, the Tenant Improvement Allowance shall be required paid by Landlord to obtain Tenant as follows: a. up to $350,00.00 to be paid, from time to time but not sooner than the consent date tenant receives liquor license or approval two hundred seventy (270) days after the date of Lessor this Lease and assuming tenant has not otherwise terminated the lease as provided herein, during the Construction Period, but in any event no sooner than such time as the Initial Alterations being at least fifty percent (50%) completed, upon presentment by Tenant to Landlord of (i) sign-offs of all necessary permits from applicable Governmental Authorities with respect to the Allowance Improvements and to any other then completed Initial Alterations made by Lessee, and (ii) Lessor maylien waivers from each contractor and/or subcontractor who provided labor and materials for the completion of the then applicable Initial Alterations (i.e., electrical, plumbing, HVAC and such other trades). Tenant agrees and understands that in order to receive the initial release of $350,000 in Tenant Improvement Allowance, Tenant shall provide proof that (i) the plumbing roughing was completed, (ii) the electrical work is completed; (iii) Tenant passed all roughing and special inspections by the DOB for its plumbing work; (iv) the kitchen is substantially completed (provided, however, installation of the Kitchen Equipment shall not be required as a condition of or to its consentsubstantial completion), require that Lessee remove any or (v) all of such Allowance Improvements and/or other Alterations sheetrock is installed at the Premises; and (vi) Tenant’s A/C System is installed; and b. $350,000 shall be paid following the thirteenth (13th) month after the initial payment referenced in Par. 51.02 (a) is made by LesseeLandlord upon presentment by Txxxxx of (i) final waivers of liens from all contractors hired by Txxxxx to perform the Initial Alterations, at (ii) sign-offs and/or Letter(s) of Completion for all permits issued in connection with the expiration or earlier termination Initial Alterations. It is expressly agreed and understood that Tenant shall not receive any portion of the Sublease. In Tenant Improvement Allowance, in the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default exercises any of its obligations rights to terminate this Lease under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesArticle 26 and/or Article 46 hereof.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a) Landlord agrees to grant to Tenant a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance Tenant Improvement Allowance (“Tenant Improvement Allowance”) of One Hundred Eighty-three Thousand Ninety-six Dollars ($183,096.00) ($12.00/SF x 15,258 SF) to be applied toward the “Total Cost of Tenant’s Improvements” (as defined below) to be installed in accordance with this Exhibit “C.” (b) As used herein, “Total Cost of Tenant’s Improvements” shall include: (i) up the cost of Tenant Improvements and increases therein pursuant to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63Paragraphs 5 and 6 below, 64, 65 ($3.00 per rentable square foot)if any, and all demolition costs incurred in connection with preparing the Premises for the installation of the Tenant Improvements; (ii) all costs related to change orders requested by Tenant up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) the guaranteed maximum additional cost for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) change specified in the aggregate, change order and approved by Landlord and Tenant in accordance with Paragraph 5 hereof; (iii) all costs related to Government Change Orders (as needed between Buildings 63, 64, 65, defined in Paragraph 6) approved or deemed approved by Tenant in accordance with Paragraph 6; (iv) actual permit fees and 66, other fees for any Utility Installations or Alterations Lessee deems appropriate, subject the Tenant Improvements; (v) the cost of consultants and engineers identified in the Improvement Cost Budget for the Tenant Improvements; (vi) an amount equal to the provisions actual cost of Article 7 of third party supervision, administration and on site facilities and equipment necessary to perform the Sublease work; (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of vii) the cost to complete comply with any laws, rules, regulations, covenants, conditions, restrictions and/or fire underwriter requirements applicable to the Allowance Improvements Premises to the extent such compliance is triggered by the Tenant Improvement work; (viii) an amount equal to the percentage mutually agreed upon by Landlord and verification Tenant with the general contractor for the general contractor’s overhead and profit (“Contractor’s Fee”); and (ix) the cost of payment architects hired by Landlord for the design of the costs thereof by LesseeTenant Improvements. Except as specifically provided in this Exhibit C, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt the Total Cost of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Tenant’s Improvements may not exceed the Tenant Improvement Allowance, all such costs Guaranteed Maximum Cost and shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 not include any of the Subleasefollowing: (a) the cost of any Landlord’s work other than the construction of the Tenant Improvements described on the Final Construction Drawings and any approved change orders thereto requested by Tenant; (b) the cost of removing any Hazardous Materials in the Premises not introduced to the Premises by Tenant; (c) the cost to comply with any laws, as amended by this Amendmentrules, shall be regulations, covenants, conditions, restrictions and/or fire underwriter requirements applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor Premises to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of extent such Allowance Improvements and/or other Alterations made by Lessee, at compliance would have been required in the expiration or earlier termination absence of the Sublease. In Tenant Improvement work; (d) costs for overtime not authorized by Tenant in writing to the event that Lessee requires additional Alterations extent in excess of any budget for overtime included in the Improvement Cost Budget; (e) construction management, profit and overhead charges (whether payable to modify the Premises Landlord, its authorized representatives or any general contractor) in excess of the Allowance Improvements or the cost Contractor’s Fee; (f) replacement of the Allowance Improvements exceeds roof and the Tenant Improvement Allowance above, provided that: (1) Lessee is not New HVAC Units as specified in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain paragraph 9 of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.Lease; and

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to Two Three Hundred ThirtyTwenty-Seven Six Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), Ninety and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three No/100 Dollars ($357,763326,190.00) in for the aggregatecosts relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises, including the additional Base Building Improvements, as needed between Buildings 63that term is set forth in Section 2.2, 64below (collectively, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design Except as set forth in Sections 2.3 and construction of 2.4, below, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenTenant Improvement Allowance. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant on or before June 30, all 2015, then such costs unused amounts shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject revert to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by LesseeLandlord, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Tenant shall have no further rights with respect thereto. All Tenant Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds for which the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations has been made available shall be deemed Landlord’s property under the Sublease terms of the Lease and shall remain in the Premises at the end of the Term; provided, however, Landlord may, by written notice to Tenant given at the time of approval of the “Final Working Drawings,” as that term is defined in Section 3.4 of this Tenant Work Letter, or in the case of a Limited Project under Section 3.1 of this Tenant Work Letter, at the time of approval of plans and specifications under Section 6.4 of the Lease, require Tenant, at Tenant’s expense, to remove any (i) moveable furniture, (ii) trade fixtures, (iii) process and no event exists which with process support equipment, (iv) utility equipment, (v) any other items permitted to be removed by Tenant pursuant to the giving of notice or passage of time would constitute a default by Lessee under the Sublease)Lease, and (2vi) not less than thirty-six (36) months remain any other items agreed by Landlord to be removed by Tenant at the end of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee Term (the equipment and items described in the preceding clauses (i) through (vi) are collectively referred to herein as the “TI AdvancesTenant’s Removable Property”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject . With respect to the maximum rate permitted “Prior Work,” as that term is defined in Section 2.3.2.4 of this Tenant Work Letter, the Tenant’s Removable Property required to be removed by law) in equal monthly installments over a thirty-six (36) month period from Tenant at the date end of the first TI AdvanceTerm consists of those items listed on Schedule 2 attached to this Tenant Work Letter. Tenant shall, when such TI Advances shall be due at Tenant’s expense, repair any damage to the Premises and payable in full. Lessee shall execute LessorBuilding caused the removal of Tenant’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesRemovable Property.

Tenant Improvement Allowance. Provided Tenant shall receive an allowance against the cost of designing, obtaining permits for, and constructing the Tenant Work in the amount of Twenty-Five Dollars ($25.00) per rentable square foot contained within the Premises [for a total allowance of Two Hundred Sixty- Four Thousand Seven Hundred Seventy- Five and 00/100 Dollars ($264,775.00] (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be paid to Tenant or its designee as the construction of the Tenant Work progresses and in proportion to the completion of such work, subject to retainage as provided for below. Each payment to Tenant or its designee shall be made within thirty (30) days after written request for payment by Tenant (such request not to be made more often than monthly), provided that Lessee is (a) Landlord's Representative shall have the right to inspect the Tenant Work performed within that period and Landlord shall have the right to withhold payment for any defective or incomplete work noted, and (b) all progress payments in connection with the Tenant Work shall be subject to a ten percent (10%) retainage by Landlord until fifty (50%) of the Tenant Work has been completed and a five percent (5%) retainage by Landlord until Substantial Completion of the Tenant Work has occurred. Each request for payment shall be accompanied by (i) a copy of the invoice or paid receipt in the case of design or permitting expenses, (ii) the General Contractor's requisition for payment to Tenant in the case of construction work, setting forth in reasonable detail the costs of the Tenant Work incurred to the date of such submission and the amount of those costs paid to date, and (iii) for all costs other than permitting expenses, mechanics lien waivers duly executed by all parties supplying labor, materials, or services with respect to the Tenant Work, waiving all claims for mechanics' or materialmens' liens for all work, materials, or services furnished to the Building except for the work, materials, or services which are the subject of the current request for payment. All payments of the Tenant Improvement Allowance made by Landlord to Tenant shall be deemed to have been made in trust, for application only to the Construction Costs. At Landlord's option, all checks may be made jointly payable to Tenant and the General Contractor or other party furnishing labor, materials, or services for the Tenant Work, as the case may be. The costs subject to payment from the Tenant Improvement Allowance shall not in default include any interest or other costs of its obligations financing or any overhead charge, construction management fee, or other fee to Tenant or any affiliate of Tenant. Upon Substantial Completion of the Tenant Work and provided that no Event of Default exists under the Sublease Lease (and no event exists has occurred and is continuing which with would constitute an Event of Default upon the giving of notice or the passage of time would constitute a default by Lessee under the Subleasetime), Lessor will provide Lessee with a tenant improvement allowance (“the retainage held back by Landlord from the Tenant Improvement Allowance”) of (i) up Allowance shall be paid to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), Tenant and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During if the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed total Construction Costs are less than the Tenant Improvement Allowance, all such the balance of the Tenant Improvement Allowance shall be credited by Landlord to the first installment or installments of Basic Rent coming due under the Lease until the Tenant Improvement Allowance is exhausted. If the total costs of the Tenant Work are in excess of the Tenant Improvement Allowance, the excess costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763"TENANT IMPROVEMENT ALLOWANCE") in the aggregate, as needed between Buildings 63, 64, 65, and 66, amount of $27.00 for any Utility Installations or Alterations Lessee deems appropriate, subject each of the 12,420 usable square feet of the Premises for the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are permanently affixed to the Allowance Improvements, including supporting information consisting of a line item summary of Premises (the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s"TENANT IMPROVEMENTS"), supplier(s) and materialmen. In the no event that the costs of the Allowance Improvements exceed shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance, all such costs . Tenant shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances have the right to use an additional amount (as defined belowthe "ADDITIONAL TENANT IMPROVEMENT ALLOWANCE"), subject not to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 exceed $4.00 for each of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination 12,420 usable square feet of the Sublease. In the event that Lessee requires additional Alterations Premises, to modify the Premises in excess of the Allowance Improvements or be used towards the cost of the Allowance Improvements exceeds Tenant Improvements. Tenant agrees that, in order repay the Additional Tenant Improvement Allowance aboveused by Tenant if any, provided that: to Landlord, the monthly Base Rent for the Premises shall be increased by an amount equal to the "Additional Monthly Base Rent", as that term is defined below. The "Additional Monthly Base Rent" shall be determined as the missing component of an annuity, which annuity shall have (1i) Lessee the amount of the Additional Tenant Improvement Allowance used by Tenant as the present value amount, (ii) 60 as the number of payments (i.e., the number of months in the initial Lease Term as to which Tenant is not in default obligated to pay Base Rent), (iii) eighty-three one hundredths of its obligations under one percent (0.83%), which is equal to ten percent (10%) divided by twelve (12) months per year, as the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)monthly interest factor, and (2iv) not less than thirty-six (36) months remain the Additional Monthly Base Rent as the missing component of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesannuity.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”the "TENANT IMPROVEMENT ALLOWANCE") in the amount of (i) up to Two Hundred Thirty-Seven Thousand to, but not exceeding Thirty One Hundred Ninety-Eight dollars Dollars ($237,19831.00) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and foot of the Premises (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowancei.e., up to Three Four Million Nine Hundred FiftyTwenty-Seven One Thousand Seven Two Hundred SixtyEighty-Three One and 00/100 Dollars ($357,7634,921,281.00) in based on 158,751 rentable square feet of the aggregate, as needed between Buildings 63, 64, 65, and 66Premises), for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are to be affixed to the Allowance Improvements, including supporting information consisting of a line item summary Premises (the "TENANT IMPROVEMENTS") and certain other costs to be incurred by Tenant in connection with its initial move into and fit-up of the cost Premises; provided, however, that Landlord shall have no obligation to complete the Allowance Improvements and verification disburse all or any portion of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is twelve (12) months after the First Phase RCD. In no event shall Landlord be borne solely by Lessee, however, such obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in excess costs may be paid out of TI Advances $3,658,465.00 for the First Phase Tenant Improvements (as defined below) and $1,262,816.00 for the Second Phase Tenant Improvements (as defined below). If the Lease terminates with respect to the Second Phase Premises as provided in Paragraph 2.1(C) of the Lease, subject then the Tenant Improvement Allowance shall be limited to all the provisions applicable First Phase Premises only and therefore reduced to such TI Advances a maximum of $3,658,465.00. No portion of the Tenant Improvement Allowance shall be disbursed for the Second Phase Tenant Improvements unless and until Landlord has tendered and Tenant has accepted the Second Phase Premises. Except as otherwise set forth in Section 2.3 below. The terms and provisions of Article 7 , Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Sublease, Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as amended by this Amendment, shall be applicable defined below). Notwithstanding anything to the contrary herein or in the Lease, Landlord shall have no obligation to grant or disburse the Tenant Improvement Allowance Improvements and to or any other Alterations made by Lessee, which terms and provisions provide that, among other things, part thereof if (i) Lessee at the time of Tenant's request for payment (a) an Event of Default under the Lease, or an event which with the passage of time or giving of notice would constitute an Event of Default under the Lease, shall exist or (b) Tenant shall have assigned its interest in the Lease to any party other than a Successor Assignee or sublet all or any part of the Premises, or (ii) the labor and/or materials for which Tenant seeks payment has not yet been performed and incorporated into the Premises. Except for disbursement of the Tenant Improvement Allowance in accordance with the terms and conditions of this Tenant Work Letter, under no circumstances shall Landlord be required to obtain the consent provide Tenant with any funds or approval of Lessor allowances with respect to the Allowance Tenant Improvements or Premises, and to all costs associated with the design, construction, or any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination aspect of the Sublease. In the event that Lessee requires additional Alterations to modify the Tenant Improvements or Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted borne and paid for solely by law) in equal monthly installments over a thirty-six (36) month period Tenant without any credit, reimbursement or other compensation from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesLandlord.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with Tenant shall be entitled to a tenant improvement allowance (the “Tenant Improvement Allowance”) of (i) up with respect to the Premises in an amount equal to Two Hundred ThirtyMillion Forty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Two Thousand Seven Hundred SixtyTwenty-Three and No/100 Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”2,042,723.00). Lessee will provide LessorSubject to Tenant’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost right to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed receive the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), and subject to all the provisions applicable to such TI Advances set forth below. The terms and remaining provisions of Article 7 this Work Letter, (a) Tenant shall bear all costs or expenses incurred in connection with or in any way related to the design, construction and installation of the Sublease, as amended by this Amendment, shall be applicable to Tenant Improvements (the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i“Tenant Improvement Costs”) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Tenant Improvement Allowance Improvements (the “Excess Tenant Improvement Costs”) in accordance with the provisions of this Work Letter, and (b) Landlord shall not be obligated to make any payments or disbursements pursuant to or related to this Work Letter in a total amount which exceeds the cost amount of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveAllowance. In addition to the Tenant Improvement Allowance, provided that: (1) Lessee is not Landlord will provide Tenant with a one-time allowance in default the amount of its obligations under the Sublease (Six Thousand Three Hundred Seventeen and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand 70/100 Dollars ($700,0006,317.70) to be applied towards costs incurred by Tenant in the aggregatepreparation of a “test-fit” plan for the Premises; said test-fit allowance will be paid to Tenant within ten (10) business days following Tenant’s delivery to Landlord of an invoice therefore, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted accompanied by law) in equal monthly installments over a thirty-six (36) month period from the date reasonably satisfactory documentation evidencing Tenant’s expenditure of the first TI Advance, when amount set forth in such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesinvoice.

Tenant Improvement Allowance. Provided that Lessee Pursuant to the terms of the Lease, Seller, as landlord, is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)obligated to pay to Buyer, Lessor will provide Lessee with as tenant, a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of One Million Eight Hundred Forty-Five Thousand Dollars ($1,845,000.00) upon the satisfaction of certain conditions set forth therein. With respect thereto, Buyer, as tenant, and Seller, as landlord, hereby agree that, notwithstanding anything to the contrary contained in the Lease, (i) up in the event that the transfer of the Property from Seller to Two Buyer is not consummated due to a default by Buyer under this Agreement, the amount of the Tenant Improvement Allowance shall be reduced by Five Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Dollars ($237,198500,000.00) for Buildings 63, 64, 65 ($3.00 per rentable square foot), the "Liquidated Damages Amount") and Seller shall be entitled to retain the Liquidated Damages Amount as liquidated damages pursuant to Section 5.3 below and (ii) up Buyer's entitlement to One Hundred Twenty Thousand Five Hundred Sixty-five dollars receive the Tenant Improvement Allowance shall be deferred until ($120,565A) for Building 66 the termination of this Agreement or thirty ($5.00 per rentable square foot). During 30) days after Close of Escrow (whichever is first to occur) and (B) Buyer's satisfaction of all of the period beginning on September 1conditions precedent set forth in Section VI.B of the Work Letter, 2010 and ending on August 31attached as Exhibit C to the Lease, 2013, Lessee may elect, in its sole discretion, regarding Seller's obligation to allocate pay to Buyer the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs transfer of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject Property from Seller to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and Buyer is not consummated due to any reason other Alterations made than a default by LesseeBuyer under this Agreement, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval amount of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirtyshall be One Million Eight Hundred Forty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Five Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances1,845,000.00).

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute Lessor agrees to provide a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) Allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars $18.08 ($237,19835.00 x 62/120) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars foot of the 14th Floor Expansion Premises ($120,565176,479) for Building 66 ($5.00 per rentable square foot). During to be spent on permanent improvements to the period beginning on September 1Leased Premises based upon mutually approved plans and specifications or be added to the Remaining Unapplied Allowance.. Notwithstanding the foregoing, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate a portion of the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars (Allowance for the 14th Floor Expansion Premises equaling $357,763) 14,526.00 will be deducted from the Tenant Improvement Allowance as consideration for Lessee’s acquisition of the furniture currently located in the aggregate14th Floor Expansion Premises further described in Section 4 below, as needed between Buildings 63, 64, 65, and 66, resulting in a total remaining Tenant Improvement Allowance $161,953.00 for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”)Tenant Work. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and Lessor shall cooperate in the design, permitting and construction of the Allowance Improvements, including supporting Tenant Work by responding to requests for information consisting and taking such other action as may be required of a line item summary either of them in connection with approving the cost to complete the Allowance Improvements plans and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers specifications and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement AllowanceWork in a timely fashion. Lessor and Lessee agree that the Remaining Unapplied Allowance of $432,002.82, plus the remaining Tenant Improvement Allowance net of furniture acquisition costs, is $593,955.82. 3.1 The “Tenant Work,” as used herein, shall mean all construction work performed pursuant to and in accordance with the plans and specifications which have been approved by Lessor. Lessee may request to perform additional work different from or in addition to the Tenant Work, except Lessee may not make any modifications to the Tenant Work without Lessor’s prior written consent. 3.2 The “Tenant Improvement Costs,” as used herein, shall consist of all direct and indirect costs associated with the Tenant Work, including: (a) design, including, without limitation, the cost of preparing the plans and specifications, permitting, demolition and preparation work, (b) “hard” and “soft” construction costs, including, without limitation, all such costs shall be borne solely by Lesseeamounts payable to general contractor under Lessor’s contract with general contractor,, however, such excess costs may be paid out (c) the cost of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable any changes to the Allowance Improvements plans and to specifications required by any other Alterations made by Lesseeapplicable governmental authority, which terms and provisions provide that, among other thingsand, (id) Lessee shall be required to obtain the consent or inspection and approval of Lessor to the Allowance Improvements fees. 3.3 Any and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises Tenant Improvement Costs in excess of the Tenant Improvement Allowance Improvements shall be Lessee’s responsibility and, if performed by Lessor, shall be paid upon demand to Lessor, or upon Lessee’s election, may be paid for out of the current Remaining Unapplied Allowance. Lessor and Lessee agree that the Remaining Unapplied Allowance as of August 2012 is $614,166.07 and that Lessee currently has a tenant improvement project on the 22nd floor which has not been closed out with an estimated cost of $182,163.25 which would bring the Allowance Improvements exceeds Remaining Unapplied Allowance, not including the Tenant Improvement Allowance aboveadded pursuant to this Amendment, provided that: (1) Lessee is not to an estimated $432,002.82 as depicted in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesExhibit B attached hereto.

Tenant Improvement Allowance. Provided that Lessee Landlord shall provide a Tenant Improvement ---------------------------- Allowance in the amount of $0.208 per usable square foot of space per month of the Lease term occurring from and after the Commencement Date. For example, if the Commencement Date is not November 1, 1996, the Tenant Improvement Allowance will be Twenty Thousand, Three Hundred Six and 21/100 Dollars ($20,306.21) [$20,306.21 = 1,842 u.s.f. x $0.208/u.s.f./month of term x 53 months]. The Tenant Improvement Allowance shall be applied to the cost of space planning and for construction improvements. Any additional costs of the Tenant Improvements or Space Planning shall be payable by Tenant. The payment to be made by Landlord pursuant to this paragraph 1 shall be deemed to satisfy in default of its obligations full Landlord's obligation to provide a Tenant Improvement Allowance under the Sublease Lease. EXHIBIT "H" STATE OF GEORGIA COUNTY OF XXXXXX GUARANTY -------- KNOW ALL MEN BY THESE PRESENTS: In consideration of the letting by Pavilion Partners, L.P. ("Landlord") to QUALITY DIAGNOSTIC CARDIOLOGY SERVICES, INC. ("Tenant") pursuant to a Lease Agreement dated _________________________ (the "Lease") of premises described therein, the delivery of which lease is conditioned upon the execution and no event exists delivery of this Guaranty, and the payment of One Dollar ($1.00) to the undersigned by Landlord, the receipt and sufficiency of which are hereby acknowledged by the undersigned, the undersigned (hereinafter collectively called the "Guarantor") does hereby unconditionally guarantee the full, prompt and complete performance by Tenant of all of the terms, covenants, conditions and agreements contained in the Lease on the part of Tenant to be performed, including specifically, without limitation, the obligation to pay all rents and any other charges or obligations therein set forth, together with any and all renewal or renewals, extension or extensions, modification or modifications thereof, and substitution or substitutions therefor( all such obligations being hereinafter called the "Obligations"). Guarantor waives presentment, demand, dishonor, notice of dishonor, protest, and all other notices whatsoever, including, without limitation, notices of acceptance hereof, of the existence or creation of the Obligations, and of all defaults, disputes or controversies with Tenant, and of the settlement, compromise or adjustment thereof. Guarantor agrees that Landlord shall have full authority, without obtaining the consent of, giving notice to, or affecting the liability of notice Guarantor, to make changes of terms, to extend time to pay, to release the whole or passage any part of the Obligations, to settle or compound differences for less than the full amount owing under the Lease, to accept notes, trade acceptances or any other form of obligation for the Obligations, to make arrangements or settlements in or out of court in the case of receivership, liquidation, readjustment, bankruptcy, reorganization, arrangement or an assignment for the benefit of creditors and to do anything, whether or not herein specified, which may be done or waived by or between Landlord and Tenant. The making of such arrangements, settlements, compromises, adjustments, extensions of time would constitute a default by Lessee and so forth shall not diminish, discharge, modify, reduce extinguish or otherwise affect the liability of Guarantor hereunder for the full amount owing under the Sublease)Lease. Guarantor further agrees that no act or omission on the part of Landlord shall in any way affect, Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of impede or impair this guaranty. This guaranty shall be enforceable without Landlord having (i) up to Two Hundred Thirtyproceed against Tenant (any right to require Landlord to take action against Tenant as required by O.C.G.A. (S) 10-Seven Thousand One Hundred Ninety7-Eight dollars ($237,19824 being hereby expressly waived) or -------- against any security for Buildings 63any payments due under the Lease, 64, 65 ($3.00 per rentable square foot), and or (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During exercise any of Landlord's remedies under the period beginning on September 1Lease; and shall be effective regardless of the solvency or insolvency of Tenant, 2010 and ending on August 31any reorganization, 2013merger or consolidation of Tenant, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) any change in the aggregatecomposition, nature, personnel or location of Tenant, or any bankruptcy, receivership, liquidation, reorganization or other proceeding involving Tenant. This guaranty shall be binding upon and enforceable against each person and entity executing this guaranty and upon the respective heirs, legal representatives, successors and assigns of each such person and entity. The liability of each person and entity executing this guaranty and the heirs, legal representatives, successors and assigns of each such entity and person hereunder is joint and several, primary and unconditional, and shall not be subject to any claim of offset, counterclaim or defense of Tenant. This guaranty shall be irrevocable, absolute and unconditional and shall remain in full force and effect as to Guarantor until such time as all of the Obligations shall have been paid or satisfied in full. No delay or failure on the part of Landlord in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Landlord of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. Guarantor agrees that this guaranty shall not be affected by reason of assertion by Landlord against Tenant of any rights or remedies reserved to Landlord in the Lease, or by reason of any summary or other proceedings against Tenant, or by the amendment or modification of the Lease with or without notice to, or consent of, the Guarantor. This guaranty shall remain in full force and effect, and Guarantor shall continue to be liable for the payment of all amounts owing under the Lease in accordance with the original terms of the documents and instruments evidencing the same, notwithstanding the commencement of any bankruptcy, reorganization or other debtor relief proceeding by or against Tenant, and notwithstanding any modification, discharge or extension of the Obligations, any modification or amendment of any document or instrument evidencing any of the Obligations, any stay of the exercise by Landlord of any of its rights and remedies against Tenant with respect to any of the Obligations, or any cure of any default by Tenant under any document or instrument evidencing any of the Obligations, which may be effected in connection with any such proceeding, whether permanent or temporary, and notwithstanding any assent thereto by Landlord. Landlord may, without notice of any kind, sell, assign or transfer the Lease, and in such event each and every immediate and successive assignee, transferee or holder of the Lease shall have the right to enforce this guaranty, by suit or otherwise, for the benefit of such assignee, transferee or holder, as needed between Buildings 63fully as if such person were herein by name specifically give such rights, 64powers and benefits, 65but Landlord shall have an unimpaired right to enforce this guaranty for its benefit as to so much of the Obligations as Landlord has not sold, assigned, or transferred. This guaranty has been made and 66delivered in the State of Georgia and shall be governed by, for construed under and interpreted and enforced in accordance with the laws of the State of Georgia. Wherever possible, each provision of this guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any Utility Installations provision of this guaranty shall be prohibited by or Alterations Lessee deems appropriatebe invalid under such law, subject such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of Article 7 this guaranty. Guarantor hereby submits to personal jurisdiction in the State of Georgia for the enforcement of this guaranty and waives any and all personal rights under the laws of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification State of payment Georgia or the United States to object to jurisdiction within the State of costs Georgia for design and construction the purposes of the Allowance Improvements, including supporting information consisting of a line item summary of the cost litigation to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenenforce this guaranty. In the event that such litigation is commenced, Guarantor agrees that service of process may be made, and personal jurisdiction over Guarantor obtained, by the costs serving of a copy of the Allowance Improvements exceed summons and complaint upon Guarantor at the following address: ________________________________ 000 XxXxxxxx Xxx -------------------------------- Marietta, GA 30067 -------------------------------- Nothing contained herein shall prevent Landlord from bringing any action or exercising any rights against any security given to Landlord by Tenant Improvement Allowanceor Guarantor, or against Guarantor personally, or against any property of Guarantor, within any other state. Commencement of any such action or proceeding in any other state shall not constitute a waiver of the agreement that the laws of the State of Georgia shall govern the rights and obligations of Guarantor and Landlord hereunder or of the submission made by Guarantor to personal jurisdiction within the State of Georgia. The aforesaid means of obtaining personal jurisdiction and perfecting service of process are not intended to be exclusive but are cumulative and in addition to all such costs other means of obtaining personal jurisdiction and perfecting service of process now or hereafter provided by the laws of the State of Georgia. Guarantor warrants and represents to Landlord that any financial statements heretofore delivered by Guarantor to Landlord were true and correct in all respects as of the date delivered to Landlord. At any time this Guaranty is in effect, Guarantor shall, upon ten (10) days prior written notice from Landlord, provide Landlord with a current financial statement and financial statements of two (2) years prior to the current financial statement year. Such statements shall be borne solely by Lesseeprepared in accordance with generally accepted accounting principles and, however, if such excess costs may be paid out is the normal practice of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this AmendmentGuarantor, shall be applicable audited by an independent certified public accountant. Guarantor agrees that Guarantor shall have no right to recover against Tenant by way of subrogation to the Allowance Improvements rights of Landlord on account of any payment by Guarantor to Landlord until all of the Obligations have been paid and satisfied in full, and Guarantor hereby waives, releases and relinquishes any such rights of subrogation to such extent. If Guarantor is a corporation, Guarantor and the persons executing this guaranty as officers of the Guarantor represent that Guarantor has full corporate authority to execute this guaranty and that the officers executing this guaranty are duly authorized to execute this guaranty on behalf of the corporation, and that there is no provision in its charter or bylaws that in any way conflicts with or prevents the execution, delivery or performance of this guaranty by Guarantor. Guarantor further represents that there is no provision of any other Alterations made agreement by Lesseewhich Guarantor is bound that in any way conflicts with or prevents the execution, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent delivery or approval performance of Lessor to the Allowance Improvements and to any other Alterations made this guaranty by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesGuarantor.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance in the amount of (i) One Million Eighty-Eight Thousand Forty and 00/100 Dollars ($1,088,040.00) (i.e., $15.00 per 72,536 rentable square feet of the Existing Premises) (the “Existing Premises Tenant Improvement Allowance”) and (ii) One Million Two Hundred Twenty Thousand Four Hundred and 00/100 Dollars ($1,220,400.00) (i.e., $50.00 per 24,408 rentable square feet of the Expansion Premises) (the “Expansion Premises Tenant Improvement Allowance” and together with the Existing Premises Tenant Improvement Allowance, collectively, the “Tenant Improvement Allowance”) for the costs relating to the initial design and construction of Tenant's improvements, which are permanently affixed to the Existing Premises and Expansion Premises, respectively, or which are “Tenant Improvement EXHIBIT B 1000 XXXXX XXXXXX 798514 .04/WLA -1- [Third Amendment) 888888-00019 / 5-7- 19 /ctl/c tl [AssetMark, Inc.] Allowance Items,” as that term is defined in Section 2.2.1, below (the “Tenant Improvements”), which Tenant Improvements shall be performed in compliance with applicable laws (including, without limitation, the “Code,” as defined below). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Notwithstanding any provision to the contrary contained herein, to the extent any portion of (iA) the Existing Premises Tenant Improvement Allowance is unused by Tenant as of August 31, 2024 and (B) the Expansion Premises Tenant Improvement Allowance is unused by Tenant as of August 31, 2022 (each, an “Outside Date”), then the remaining balance thereof shall revert to Landlord, and Tenant shall have no further rights with respect thereto (whether as a Rent credit, cash payment, or otherwise). Notwithstanding anything to the contrary in this Tenant Work Letter, Tenant may utilize up to Two Hundred Thirty-Seven Seventeen Thousand One Six Hundred Ninety-Eight dollars and 00/100 Dollars ($237,198217,608.00) for Buildings 63, 64, 65 ($3.00 per 72,536 rentable square foot), and (iifeet of the Existing Premises) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Existing Premises Tenant Improvement Allowance, up Allowance to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) pay for Tenant Improvement Allowance Items incurred by Tenant in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject connection with tenant improvements made to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of Existing Premises during calendar year 2018 upon Tenant providing to Landlord paid invoices for all such improvements and related costs for design and construction of which the Existing Premises Tenant Improvement Allowance Improvementsis to be disbursed, including supporting information consisting of a line item summary of signed permits for all improvements completed within the cost to complete the Allowance Improvements and verification of payment of the costs thereof by LesseeExisting Premises, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or properly executed unconditional mechanics lien _releases (such lien waivers in compliance with both California Civil Code Section 8134 and releases to be submitted for any progress payments either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note material suppliers and any other commercially reasonable documents requested by Lessorparty which has lien rights in connection with the construction of such improvements, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability requirements that are part of the TI AdvancesLandlord's standard “close-out” package.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one- ---------------------------- time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of (i) up to Two Hundred ThirtyOne Million Eighty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Eighty Dollars ($357,7631,087,380.00), which is equal to Five Dollars ($5.00) in per usable square foot of the aggregatePremises other than the Must-Take Space but including Suite 100 of Must- Take Space II (or $293,460 based on an aggregate of 58,692 usable square feet), as needed between Buildings 63, 64, 65, and 66plus Thirty Dollars ($30.00) per usable square foot of the Must-Take Space (other than Suite 100 of Must-Take Space II) ($793,920 based on 26,464 usable square feet), for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of Tenant's improvements which are permanently affixed to the Allowance ImprovementsPremises, including supporting information consisting of a line item summary the Must- Take Space (the "Tenant Improvements"). Notwithstanding anything to the contrary set forth herein, Landlord shall not be obligated to disburse any portion of the cost Tenant Improvement Allowance allocable to complete Suites 100 or 150 of Must-Take Space II until the Must-Take Space Commencement Date applicable to such space, which allocable amounts are Twenty-Five Thousand Eight Hundred Eighty Dollars ($25,880) with respect to such Suite 100 and Eighty-Three Thousand Three Hundred Ten Dollars ($83,310) with respect to such Suite 150. The Tenant Improvement Allowance Improvements and verification of payment exclusive of the costs thereof by Lessee, accompanied by statutorily sufficient conditional amounts allocable to Suites 100 and 150 of Must-Take -- Space II is the aggregate amount of Nine Hundred Seventy-Eight Thousand One Hundred Ninety Dollars (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s$978,190), supplier(s) and materialmen. In the no event that the costs of the Allowance Improvements exceed shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Further, all such costs in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter for any unused portion of the Tenant Improvement Allowance. Tenant shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject entitled to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds apply the Tenant Improvement Allowance aboveto costs incurred for any portion of the Premises, provided that: (1) Lessee including the Must-Take Space, notwithstanding the method of calculating the amount of the Tenant Improvement Allowance. Except with respect to the portion of the Tenant Improvement Allowance allocable to Must-Take Space II, any portion of the Tenant Improvement Allowance which is not in default utilized by Tenant by December 31, 1998 (or the date twelve (12) months after the applicable Must-Take Space Rent Commencement Date with respect to Suites 100 and 150 of its obligations Must-Take Space II), shall revert to Landlord and Tenant shall receive no credit for any unused portion of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the Sublease (and no event exists which with the giving terms of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain Section 8.5 of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in fullLease. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.-----------

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will shall provide Lessee with a tenant improvement allowance (“Tenant Improvement TI Allowance”) in the amount of (i) up to Two Hundred ThirtyEighty-Seven One Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Four Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Six Dollars ($357,76381,456.00) in which shall be available to Lessee upon mutual execution of this Second Amendment. Any such improvements shall constitute Alterations under the aggregate, as needed between Buildings 63, 64, 65, Lease and 66, for any Utility Installations or Alterations Lessee deems appropriate, shall therefore be subject to the provisions all requirements of Article 7 of the Sublease (“Allowance Improvements”Paragraph 7.3(b). Lessee will provide Notwithstanding the foregoing, any such improvements shall require Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvementsconsent, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to which shall not be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenunreasonably withheld. In the event that Lessee shall initially pay the costs of the Allowance Improvements exceed improvements. Upon Lessee completing and paying for such improvements, Lessee shall submit to Lessor invoices reflecting the Tenant Improvement Allowancecosts incurred by Lessee in connection with such improvements, all such costs and shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances also submit (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be if applicable to the Allowance Improvements subject improvements) all drawings and plans, city-issued permits, proofs of payment with contract waivers, contractor and subcontractor logs, final signed inspection cards, as well as a final recorded notice of completion (if applicable to the subject improvements), along with any other documents reasonably requested by Lessor. Within thirty (30) days after receiving all documentation, Lessor shall credit Lessee’s monetary obligations under the Lease in the amount paid by Lessee up to the amount of the TI Allowance. Lessee shall not be required to restore any of the Alterations made pursuant to this Section that have been constructed, or will be constructed, per plans approved by Lessee, which terms and provisions provide that, among other things, (i) Lessor. Lessee shall be required to obtain the consent or approval of Lessor responsible, at Lessee’s sole cost and expense, for complying with disability access laws (including but not limited to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000ADA) in connection with any Alterations under this Lease, including the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in fulltenant improvements described herein. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.​

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will Landlord shall provide Lessee with a tenant improvement allowance (“to Tenant an Expansion Premises Tenant Improvement Allowance”) Allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Million Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Eighty and 00/100 Dollars ($357,7631,857,780.00) (i.e., $60.00 per square foot of Rentable Area in the aggregate, Expansion Premises) to be used for the Expansion Premises Tenant Improvements as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to set forth in the provisions of Article 7 of Work Letter attached hereto as Exhibit B. The Expansion Premises Tenant Improvement Allowance shall be reduced by the Sublease (“Allowance Improvements”). Lessee will provide LessorLandlord’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information Work Reimbursement Amount” consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment an amount equal to: (i) 9.76% of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers associated with the purchase and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs installation of the Allowance Improvements exceed 2000 KW Generator, enclosure and related fuel tank and transfer switch (collectively, the Tenant Improvement Allowance“Generator”) installed by Landlord, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination 9.76% of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which costs associated with the giving construction of notice or passage of time would constitute a default shipping/loading area for the Building by Lessee under Landlord (the Sublease“Shipping/Loading Access”), and (2iii) not less than thirty-six 3.25% (36Tenant’s Lot 1 Share) months remain of the Sublease Term, then, upon Lesseecosts associated with Landlord’s request therefor construction and installation of parking gates at all entrances/exits to the parking structure known as “Parking Structure 1” (“Parking Structure 1”) located at 0000 Xxxxxxxxxx Xxx immediately behind the Building. Landlord shall also provide to Tenant an Expansion Premises Test Fit Allowance in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts amount of not less than Fifty Three Thousand ($50,000) each Ninety-Six and not to exceed Seven Hundred Thousand 30/100 Dollars ($700,0003,096.30) in to be used toward the aggregate, for purposes cost of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over preparing a thirty“test-six (36) month period from the date fit” of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute LessorExpansion Premises by either Landlord’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesor Tenant’s architect at Tenant’s election.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving Eleventh Amendment requires Landlord to provide an allowance of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance $800,000.00 (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During Tenant in connection with the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of certain improvements to the Premises. Section 6 also allows the Tenant to elect to apply all or any portion of the Allowance Improvementsto the Base Rent. Tenant hereby elects to apply the entire Allowance to future Base Rent obligations due under the Lease beginning with the Base Rent payment due on October 1, including supporting information consisting of a line item summary of 2020 and thereafter as follows (such credit being sometimes referred to herein as the cost to complete the Allowance Improvements and verification of “Total Base Rent Credit”): Base Rent due October 1, 2020 $ 137,157.00 Base Rent due November 1, 2020 $ 137,157.00 Base Rent due December 1, 2020 $ 137,157.00 Base Rent due January 1, 2021 $ 140,317.00 Base Rent due February 1, 2021 $ 140,317.00 Base Rent due March 1, 2021 $ 107,895.00 Total Credit $ 800,000.00 Tenant will be responsible for payment of the costs thereof by Lesseebalance of the Base Rent in the sum of $32,422.00 due under the terms of the Lease for the payment due on March 1, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt 2021, and, will then continue to pay the total Rent due under the terms of payment) or unconditional mechanics lien releases (such lien waivers the Lease from and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s)after April 1, supplier(s) and materialmen2021. In addition, Tenant will be obligated to pay any other Additional Rent or other payments due under the event terms of the Lease over and above the Base Rent during the period that the costs Allowance is being credited to the Base Rent. In return Landlord, including its successors and assigns, will no longer be obligated to perform the improvements for Tenant contemplated under Section 6 of the Allowance Improvements exceed Eleventh Amendment. Notwithstanding the foregoing, if Tenant Improvement Allowanceelects to perform improvements to the Premises, all then (i) the provisions of Section 10(a) of the Lease will apply to the design, permitting, and construction of such costs shall be borne solely by Lesseeimprovements, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable notwithstanding anything to the Allowance Improvements and to any other Alterations made by Lesseecontrary in the Lease, which terms and provisions provide that, among other things, (i) Lessee Tenant shall not be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, improvements at the expiration or earlier termination of the Sublease. In Lease and (ii) Landlord shall continue to be obligated to reimburse Tenant for any of the event that Lessee requires additional Alterations following costs incurred by Tenant in connection with the performance of such improvements: (a) costs attributable to modify improvements installed outside the walls of the Building, unless such improvements are specifically requested and designed by Tenant (as opposed to costs to correct existing violations of law or upgrades triggered by Tenant’s improvements and imposed by the applicable governmental authority, which shall be Landlord’s responsibility); (b) costs incurred due to the presence of hazardous materials in the Premises in excess or the surrounding area; and (c) costs to bring the Premises and areas exterior to the Building into compliance with applicable laws and restrictions, including, without limitation, the Americans with Disabilities Act and environmental laws, unless such improvements are specifically requested and designed by Tenant (as opposed to costs to correct existing violations of law or upgrades triggered by Tenant’s improvements and imposed by the applicable governmental authority, which shall be Landlord’s responsibility). Landlord has entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of May 22, 2020 with the Xxxxxx-Xxxxxxxx Trust, Dated November 2, 2019 Xxxxxx-Xxxxxxxx Trust, Dated November 2, 2019 with respect to the sale and transfer of the Allowance Improvements Building and the Lease to the purchaser thereunder or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee assignee (the “TI AdvancesSale”), which Sale is expected to close escrow in amounts September 2020. Notwithstanding the foregoing provisions of not less than Fifty Thousand ($50,000) each and not this Paragraph, if the Sale closes escrow on or prior to exceed Seven Hundred Thousand Dollars ($700,000) October 1, 2020, Landlord shall pay to Tenant from the proceeds of the escrow the entire Allowance in the aggregateamount of $800,000, for purposes of financing the costs of and, if Tenant receives such Alterationspayment, which TI Advances then Tenant shall not be amortized at eight percent (8.0%) per annum (subject entitled to the maximum rate permitted Total Base Rent Credit specified above and Tenant will remain responsible to pay all Base Rent and Additional Rent due under the Lease to the new owner as directed by law) in equal monthly installments over a thirty-six (36) month period Landlord. If the Sale closes at any time after October 1, 2020 but prior to the full application of the Total Base Rent Credit as set forth above, then Landlord shall pay to Tenant from the date proceeds of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable escrow an amount equal to Lessor in its reasonable discretion as a condition to availability the then unapplied amount of the TI AdvancesTotal Base Rent Credit, and, if Tenant receives such payment, then Tenant shall not be entitled to the remaining Total Base Rent Credit and Tenant will remain responsible to pay all Base Rent and Additional Rent due under the Lease to the new owner as directed by Landlord during the period as to which such remaining Total Base Rent Credit would have been applied.

Tenant Improvement Allowance. Provided that Lessee is not in default (i) Up to One Hundred Ninety Dollars ($190.00) per Rentable Square Foot of its obligations under the Sublease Premises (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Subleasei.e., up to $8,560,830.00) (“Initial Allowance”), Lessor will provide Lessee with plus (ii) at Tenant’s election and subject to repayment as provided herein, an additional amount of up to a tenant improvement allowance maximum of Fifteen Dollars ($15.00) per Rentable Square Foot of the Premises (i.e., up to $675,855.00) (“Additional Allowance”), plus (iii) all or a portion of the Abated Rent Amount (as defined below) which Tenant timely elects to apply to the Tenant Improvements (in lieu of abated rent) (“Abated Rent Allowance”), to be contributed by Landlord toward the cost of constructing the Tenant Improvements pursuant to the Work Letter Agreement described in Section 2.1 below. The Initial Allowance and, if applicable, the Additional Allowance and the Abated Rent Allowance, shall be collectively referred to herein as the “Tenant Improvement Allowance”.” If Tenant elects to use the Additional Allowance or a portion thereof, (a) such amount shall be amortized over the Initial Term on a straight line basis at an annual percentage rate of eight percent (i8%) up and payable by Tenant as a component of Basic Rent, and (b) as a condition to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63Landlord providing any portion of the Additional Allowance, 64, 65 ($3.00 Tenant shall be obligated to apply and convert an equal amount of the Abated Rent Allowance on a per rentable square foot)foot basis, and pari passu (ii) up e.g., if Tenant elects to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 (use $5.00 per rentable square foot). During Rentable Square Foot of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Additional Allowance, up Tenant must also elect to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 apply a portion of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost Abated Rent Amount equal to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or $5.00 per Rentable Square Foot toward the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the SubleaseImprovements), and (2) not less than thirty-six (36) months remain the amount of Basic Rent to be abated pursuant to Section 5.1 below shall be reduced accordingly. Tenant shall notify Landlord of its election to use the Additional Allowance and a corresponding portion of the Sublease Term, then, upon Lessee’s request therefor in writing Abated Rent Allowance prior to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts commencement of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date construction of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant Improvements.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding One Hundred Sixty-Seven Dollars ($167.00) per rentable square foot of the Premises (i.e., up to Nine Million Eight Hundred Ninety-Four Thousand Four Hundred Sixteen Dollars ($9,894,416.00) based on 59,248 rentable square feet of the Premises), to help Tenant pay for the costs of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements”); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is nine (9) months after the Lease Commencement Date. Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined in Section 4.3.1 below), Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay such Over-Allowance Amount, to receive a one-time additional improvement allowance (the “Additional Allowance”) in the amount not to exceed Fifteen Dollars ($15.00) per rentable square foot of the Premises, (i.e., up to Eight Hundred Eighty-Eight Thousand Seven Hundred Twenty Dollars ($888,720.00) based on 59,248 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the Base Rent payable by Tenant throughout the entire ninety-six (96) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said ninety-six (96) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including, without limitation, as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3, shall become immediately due and payable as unpaid rent which has been earned as of such termination date. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever. The Tenant Improvement Allowance and the Additional Allowance may collectively be referred to herein as the “Allowances.” In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Except as otherwise provided below, Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Allowances which is not used to pay for the Tenant Improvement Allowance Items (as defined below); provided, however, that so long as Tenant is not in default under the Lease, (i) an amount up to Two One Million Four Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Dollars ($237,1981,400,000.00) of the Tenant Improvement Allowance (but not the Additional Allowance) may be used for Buildings 63(i) cabling, 64furniture, 65 fixtures and equipment purchased and installed by Tenant in the Premises as well as for relocation costs and any termination fees in connection with Tenant’s existing lease in San Diego ($3.00 per rentable square footcollectively, the “Tenant Costs”), which shall be disbursed by Landlord within thirty (30) days of the execution of this Lease (provided, however, that Tenant shall provide Landlord with reasonably satisfactory evidence of the termination fees and proof of payment within thirty (30) days after the same are paid by Tenant), and (ii) up to One Four Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Fourteen Thousand Seven Hundred SixtyThirty-Three Six Dollars ($357,763414,736.00) in may be used as a credit toward the aggregate, as needed between Buildings 63, 64, 65, and 66, Base Rent due under the Lease during the first twelve (12) months following the Commencement Date. In no event shall Tenant be entitled to any credit for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 unused portion of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Additional Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding Fifty-Five Dollars (i$55.00) per usable square foot of the Premises but excluding, for this purpose, the usable square footage comprising the balconies and restrooms (1,925 usable square feet in the aggregate) (i.e. up to Two Nine Hundred ThirtyEighty-Seven Four Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Fifteen Dollars ($357,763) in the aggregate984,115.00)), based on 17,893 usable square feet), as needed between Buildings 63, 64, 65, and 66, well as an Additional Allowance (the “Additional Allowance” in an amount equal to Eighty Thousand Dollars ($80,000.00) for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions design and construction of Article 7 of Tenant’s improvements which are permanently affixed to the Sublease Premises (the “Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Tenant Improvements exceed the Tenant Improvement Allowance and the Additional Allowance, all Tenant shall pay fifty percent (50%) of such costs amount to Landlord in cash, prior to construction of the Tenant Improvements and Tenant shall be borne solely by Lesseehave the option, however, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such excess costs may be paid out of TI Advances to Landlord as provided below, to receive a one-time additional tenant improvement allowance to pay for such excess costs (as defined below), subject the “Optional Allowance”) in the amount not to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 exceed Ten Dollars ($10.00) per usable square foot of the Sublease, as amended by this Amendment, shall be applicable Premises to pay for the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, remaining fifty percent (i50%) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lesseecosts but excluding, at for this purpose the expiration or earlier termination of usable square footage comprising the Subleasebalconies and restrooms (1,925 usable square feet in the aggregate) (i.e., up to One Hundred Seventy-Eight Thousand Nine Hundred Thirty Dollars ($178,930.00) based on 17,893 usable square feet). In the event that Lessee requires additional Alterations Tenant exercises such option and as consideration for Landlord providing such Optional Allowance to modify Tenant, the Premises in excess of Monthly Basic Rent payable by Tenant throughout the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: entire sixty-four (164) Lessee is not in default of its obligations under the Sublease month Lease Term (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2“Amortization Period”) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized increased by an amount sufficient to fully amortize such Optional Allowance throughout said sixty-four (64) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at eight the rate of nine percent (8.09%) per annum (subject the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Work Letter Agreement, Tenant acknowledges and agrees that the unamortized balance of the Optional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date foregoing provisions of the first TI Advance, when such TI Advances this Section 2.1 shall be become immediately due and payable in full. Lessee shall execute Lessor’s commercially reasonable form as unpaid rent which has been earned as of promissory note such termination date, specifically including a termination pursuant to Sections 18 and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability 19 of the TI Advances.Lease. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever, including without limitation, pursuant to Sections 18 and 19 of the Lease. The Tenant Improvement Allowance, the Additional Allowance and the portion of the Optional Allowance so elected to be received by Tenant are sometimes collectively referred to herein as the “Allowances”. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter Agreement in a total amount which exceeds the Allowances. Tenant shall not be entitled to receive any cash payment or credit against rent or otherwise for any portion of the Allowances which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below). EXHIBIT “C” TXXXXX XXXXX COURT, LA JOLLA

Tenant Improvement Allowance. Provided that The Lessor agrees to provide to the Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance of $33.00 per useable square foot of the Premises (“the "Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot"). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined The Tenant Improvement AllowanceAllowance shall be applied to the Tenant Improvements and all fees, up to Three Hundred Fiftycharges and expenses for architectural and engineering services, permits and governmental or quasi-Seven Thousand Seven Hundred Sixty-Three Dollars governmental fees necessary or appropriate in connection with the Tenant Improvements ($357,763) the "Tenant Improvement Expenses"). In the event that, during the course of constructing the Tenant Improvements, changes requested by the Lessee in the aggregateTenant Improvements which have been the subject of an approved change order result in the Tenant Improvement Expenses exceeding the Tenant Improvement Allowance and any amounts previously deposited by the Lessee, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject the Lessor shall give written notice of the estimated shortfall to the provisions Lessee and the Lessee shall deposit, within fifteen (15) days of Article 7 execution of such a change order, the amount of the Sublease (“Allowance Improvements”)increase shown on the change order. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and The Lessor shall have no obligation to proceed with the construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) items or unconditional mechanics lien releases (modifications described in such lien waivers and releases to be submitted for any progress payments and for final payment) executed change order until such deposit has been made. Any amount which is not paid by the performing contractor(s), supplier(sLessee within such fifteen (15) and materialmendays shall bear interest at the highest rate allowed by law. In the event that the costs amount deposited by the Lessee is greater than the amount of the Allowance Improvements exceed actual shortfall, the Tenant Improvement Allowance, all such costs difference shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable refunded to the Allowance Improvements and to any other Alterations made Lessee by Lessee, which terms and provisions provide that, among other things, the Lessor upon the earlier of (i) Lessee shall be required completion of the Tenant Improvements, the payment of all retentions to obtain subcontractors and contractors, the consent or approval expiration of Lessor to the Allowance Improvements and to any other Alterations made by Lesseeall lien periods, and the payment of all Tenant Improvement Expenses or (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination sixty (60) days following substantial completion of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises Tenant Improvements as described in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesSection 18.3.