Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall pay cost associated Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the Tenant Improvements depicted on giving of notice or passage of time would constitute a default by Lessee under the Approved Final PlansSublease), an amount which is the lesser of: Lessor will provide Lessee with a tenant improvement allowance (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (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). Landlord 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 agree 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 acknowledge 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 Tenant Improvement Allowance will be used only for the purpose costs of the work depicted in the Approved Working Drawings and that 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 all provisions of itArticle 7 of the Sublease, as amended by this Amendment, shall be utilized only for applicable to the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furnitureto any other Alterations made by Lessee, fixtureswhich terms and provisions provide that, equipmentamong other things, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) Lessee shall be required to obtain the bid obtained based on consent or approval of Lessor to the Approved Working Drawings 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: (exclusive 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 Cabling InstallationSublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”); or , in amounts of not less than Fifty Thousand (ii$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 any time eight percent (8.0%) per annum (subject to the cost of construction maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of whether due to changes in the Approved Working Drawingspromissory note and any other commercially reasonable documents requested by Lessor, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant provided that Lessee shall immediately deposit into a third party escrow provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Landlord Lessor in its reasonable discretion as a sum equal condition to one hundred and five percent (105%) availability of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseTI Advances.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that ) in the Tenant Improvement Allowance will be used only for the purpose amount of up to, but not exceeding Fifteen Dollars ($15.00) per rentable square foot of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowancePremises (i.e., and all of it, shall be utilized only for the benefit up to Four Hundred Sixty-Six Thousand Seven Hundred Fifty-Five Dollars ($466,755.00) based on 31,117 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”). Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined 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 Ten Dollars ($10.00) per rentable square foot of the Premises, (i.e., up to Three Hundred Eleven Thousand One Hundred Seventy Dollars ($311,170.00) based on 31,117 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-eight (98) month initial Lease Term (“Amortization Period”) shall be 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%) per annum (the “Amortization Rent”) and such Amortization Rent shall be subject to the 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 Tenant under this Lease shall be increased by $4,334.79 and the Base Rent schedule set forth in Section 8 of the Summary shall be revised to reflect such increased Base Rent and such increased Base Rent shall be subject to 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 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 only collectively be utilized referred to herein as the “Allowances”. In no event shall EXHIBIT B GENESIS 1900 ALAMEDA 1 [BigHat Biosciences, Inc.] Execution Original Landlord be obligated to make disbursements for hard costs of construction the cost of the Tenant Improvements and 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 not only be used for furniture, fixtures, equipment, permanently affixed improvements to the Premises. Landlord shall have no obligation to disburse all or otherwise. Any used or unfunded any portion of the Allowances to Tenant Improvement Allowance shall be retained by Landlordunless Xxxxxx makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to September 30, and without payment 2022, as extended to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction Tenant’s completion of the Tenant Improvements is expected delayed due to exceed 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 (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”as defined below); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord Commencing as of the date of the full execution and delivery of this Second Amendment, Tenant shall pay cost associated with be entitled to use a one-time improvement allowance in the Tenant Improvements depicted on the Approved Final Plans, an aggregate amount of $1,419,910.00 which is the lesser of: comprised of (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars $303,760.00 (the “Existing Premises Improvement Allowance”), for the costs relating to the design and No Cents construction of Tenant’s improvements, which are permanently affixed to the Existing Premises only ($1,062,720.00); the “Existing Premises Improvements”) or which are “Tenant Improvement Allowance Items,” as that term is defined in Section 2.2.1, below, and (ii) $1,116,150.00 (the “Expansion Premises Improvement Allowance”) for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Expansion Premises only (the “Expansion Premises Improvements”) or which are Tenant Improvement Costs of constructing Allowance Items. Collectively, the Expansion Premises Improvements and the Existing Premises Improvements are the “Tenant Improvements (Improvements” and collectively the Existing Premises Improvement Allowance and the Expansion Premises Improvement Allowance are the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for Expansion Premises Improvements may include work to the purpose exterior of the work depicted in 571 Building (including, without limitation, rooftop equipment and an exterior enclosure and equipment yard) (collectively, the Approved Working Drawings and “Exterior Improvements”), provided that the Tenant Improvement Allowance, and all of it, any such Exterior Improvements shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only subject to Landlord’s prior written approval, to be utilized for hard costs of construction of the Tenant Improvements withheld in Landlord’s sole and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In absolute discretion if such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.EXHIBIT B

Tenant Improvement Allowance. Tenant shall be entitled to receive from Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding Two Million One Hundred Seventy-Five Thousand Four Hundred Fifteen and 80/100 Dollars ($) (i.e., One Hundred Ninety-Six and 71/100 Dollars ($196.71) per rentable square foot of the Premises based on 11,059 rentable square feet in the Premises) , to help pay for the costs of the design, permitting and construction of Tenant’s improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements”). In no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted Work Letter in the Approved Working Drawings and that a total amount which exceeds the Tenant Improvement Allowance, and all of it, . Tenant shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used entitled to receive any cash payment or credit against Rent or otherwise for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment which is not used to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds pay for the Tenant Improvement Allowance Items (exclusive as defined below), except that Tenant may use up to the lesser of (i) Ten Dollars ($10.00) per rentable square foot of the Cabling Installation); or Premises (i.e., up to $110,590.00 based on 11,059 rentable square feet in the Premises) and (ii) at any time the cost of construction an amount equal to fifteen percent (15%) of the total aggregate fair market value of the real and personal property included within the Premises (as determined by Landlord in its sole discretion), to help Tenant Improvements is expected pay for the actual and documented costs incurred by Tenant (collectively, the “FF&E Costs”) for the purchase and installation of furniture, fixtures, equipment and cabling for use in the Premises and as a rent credit (not to exceed the Ten Dollars ($10.00) per rentable square foot of the Premises when aggregated with the FF&E Costs). Landlord shall disburse from the Tenant Improvement Allowance the portion thereof to help Tenant pay for the FF&E Costs actually incurred by Tenant within thirty (regardless 30) days after Landlord has received Tenant’s written request for disbursement together with copies of whether due invoices from third parties evidencing the amount of such FF&E Costs to changes in be paid by Tenant, but Landlord shall have no obligation to disburse any portion of the Approved Working DrawingsTenant Improvement Allowance to pay for the FF&E Costs: (A) until after the Commencement Date has occurred and (B) with respect to any disbursement request made by Tenant more than one hundred eighty (180) days after the Commencement Date. Except with respect to the foregoing FF&E Costs, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable be solely responsible for the cost and installation of all data telecom wiring, and furniture, fixtures and equipment as may be required by Tenant and in no event shall the Tenant Improvement Allowance be applied to Landlord a sum equal the cost of any such items. Notwithstanding any provision to the contrary contained herein, to the extent any portion of the Tenant Improvement Allowance is unused by Tenant as of the date which is one hundred eighty (180) days after the Lease Commencement Date, then the remaining balance thereof shall revert to Landlord, and five percent (105%) of the Cost Overage. In Tenant shall have no right to use such eventamount for any remaining improvements or alterations, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasenor as a Rent credit or cash allowance.

Tenant Improvement Allowance. Landlord shall pay cost associated with will contribute to the costs of designing the Tenant Improvements and performing the Tenant Improvement Work, as depicted on the Approved Final PlansTI Construction Drawings and any approved Plan Modifications, an amount which is to the extent of the lesser of: of (ia) One Thirteen Million Nine Hundred Fifty Three Thousand Six Hundred Sixty Two Thousand Seven Hundred Twenty and 00/100 Dollars and No Cents ($1,062,720.00); 13,953,660.00) (calculated at the rate of $70.00 per square foot of rentable area in the Premises) or (iib) the actual cost of Permitted Allowance Items (as hereinafter defined) for the Tenant Improvement Costs of constructing the Tenant Improvements Work (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that shall pay all costs in excess of the Tenant Improvement Allowance will be used only for the purpose design of the work depicted Tenant Improvements and performance of the Tenant Improvement Work. In no event shall Landlord be obligated to make disbursements pursuant to this Agreement in the Approved Working Drawings and that an amount which exceeds the Tenant Improvement Allowance, and all of it, shall be utilized only for . All costs associated with the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may shall be shared with Landlord on an “open-book” basis promptly upon request. Tenant shall not be used entitled to a credit for furniture, fixtures, equipment, or otherwise. Any used or unfunded any unused portion of the Tenant Improvement Allowance shall be retained by Landlordin the form of a rent credit, and without payment to Tenant, offset, deduction rent abatement or otherwise. To Notwithstanding Tenant’s election to initially occupy only one (1) floor of the extent that: (i) Premises, Tenant shall construct Tenant Improvements to the bid obtained based on entirety of the Approved Working Drawings exceeds Premises and the Tenant Improvement Allowance (exclusive shall be equitably allocated to Tenant Improvements on each of the Cabling Installation); or (ii) at any time the cost of construction floors of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeasePremises.

Tenant Improvement Allowance. Tenant shall be entitled to a one-time ---------------------------- tenant improvement allowance (the "Tenant Improvement Allowance") in the amount of One Hundred Ninety-Seven Thousand Seven Hundred Seventy-Five and No/100 Dollars ($197,775.00) (i.e., $25.00 per usable square foot of the Premises) for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"). In addition, Landlord shall pay contribute an amount not to exceed $0.15 per usable square foot of the Premises ("Landlord's Drawing Contribution") toward the cost associated with of one (1) preliminary space plan to be prepared by "Architect," as that term is defined in Section 3.1, below, and no portion of the Landlord's Drawing Contribution, if any, remaining after the completion of the Tenant Improvements depicted on the Approved Final Plans, an shall be available for use by Tenant. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that exceeds the Tenant Improvement Allowance will be used only for and the purpose Landlord's Drawing Contribution. In the event that any portion of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceAllowance remains sixty (60) days following the Lease Commencement Date, and all of it, Tenant shall be utilized only for no longer have the benefit right to such unused portion of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded such remaining portion of the Tenant Improvement Allowance shall be retained by the sole property of Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds All Tenant Improvements for which the Tenant Improvement Allowance (exclusive has been made available shall be deemed Landlord's property under the terms of the Cabling Installation); or (ii) at any time the cost Section 8.5 of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”), of eighty-five dollars ($85) per square foot contained in the Leased Premises for the costs relating to the initial design and construction of Tenant’s Improvements (the “Tenant Improvements”). Landlord and Tenant agree and acknowledge that Tenant’s Improvements shall not include any Shell Work. If the Tenant Improvement Allowance will be used only for the purpose Improvements plus any additional costs of the work depicted in the Approved Working Drawings and that any change orders total more than the Tenant Improvement Allowance, and all of it, then that amount shall be utilized only considered the “Over-Allowance Amount.” Such Over-Allowance Amount shall be paid by reimbursement to Landlord in whole or part within fifteen (15) days of the date Tenant receives an itemized and certified statement from Landlord documenting (i) the calculation and back-up information concerning the Over-Allowance Amount; and (ii) Landlord’s expenditure of the entire Tenant Improvement Allowance. It is the intent of the parties that Tenant shall be responsible for the benefit whole of the Premises. The Over-Allowance Amount, unless otherwise agreed in writing by Landlord and Tenant, but that Tenant Improvement will have no obligation to pay the Over-Allowance may only be utilized for hard costs of construction of Amount until Landlord has exhausted the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion full amount of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwiseAllowance. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds If the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed costs are less than the Tenant Improvement Allowance, then the Base Rent shall be decreased to reflect the savings using the same methodology that would be used for any Over-Allowance Amount (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such eventthat is, the parties shall enter into an escrow agreement substantially in savings would be amortized over the form of Exhibit L same term as the permanent financing obtained by Landlord for the Project to this Leasedetermine the per square foot dollar reduction).

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time improvement allowance (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that ) in the Tenant Improvement Allowance will be used only for the purpose aggregate amount of (i) $1,675,895.00 (i.e., $65.00 per each of the work depicted 25,783 rentable square feet in the Approved Working Drawings and that the Tenant Improvement AllowanceSuite 3000, and all of it, shall be utilized only for the benefit Wharfside Building portion of the Premises. The Tenant Improvement Allowance may only be utilized ) (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 (iii) $1,242,900,00 (i.e., $30.00 per each of the 41,430 rentable square feet in the Must-Take Premises) for hard the costs of relating to the initial design and construction of the improvements, which are permanently affixed to the Premises (the “Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwiseImprovements”). Any used or unfunded The portion of the Tenant Improvement Allowance described in items (i) and (ii) above is referred to herein as the “Initial Premises Allowance” and the portion of the Tenant Improvement Allowance described in item (iii) above is referred to herein as the “Must-Take Premises Allowance”. In addition, Landlord shall be retained 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 without payment only to Tenant, offset, deduction or otherwise. To the extent that: 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 Tenant fails to immediately pay any portion of the “Over-Allowance Amount,” as defined in Section 4.2.1. Tenant shall utilize at least ninety percent (i90%) of (a) $1,675,895.00 of the bid obtained based on Tenant Improvement Allowance for Tenant Improvements installed in the Approved Working Drawings 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 connection with Tenant Improvements to be constructed in the Xxxxx 000, Xxxxx Xxxxxx portion of the Premises. Landlord shall not be obligated to pay a total amount which exceeds the Tenant Improvement Allowance (exclusive and Landlord’s Drawing Contribution. Notwithstanding the foregoing or any contrary provision of this Lease, all Tenant Improvements shall be deemed Landlord’s property under the terms of this Lease. Any unused portion of the Cabling Installation); or (ii) at any time the cost of construction Initial Premises Allowance remaining as of the Tenant Improvements is expected to exceed first anniversary of the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working DrawingsLease Commencement Date, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then shall remain with Landlord and Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) have no further right thereto. Any unused portion of the Cost Overage. In such eventMust-Take Premises Allowance remaining as of the first anniversary of the Must-Take Premises Lease Commencement Date, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseremain with Landlord and Tenant shall have no further right thereto.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Three Hundred Twenty-Six Thousand One Hundred Ninety and No/100 Dollars ($326,190.00) for the costs 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 that term is set forth in Section 2.2, below (collectively, the “Tenant Improvements”). Except as set forth in Sections 2.3 and 2.4, below, in no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the is not fully utilized by Tenant Improvement Allowanceon or before June 30, 2015, then such unused amounts shall revert to Landlord, and all of it, Tenant shall be utilized only for the benefit of the Premiseshave no further rights with respect thereto. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the All Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of which the Tenant Improvement Allowance has been made available shall be retained deemed Landlord’s property under the terms of the Lease and shall remain in the Premises at the end of the Term; provided, however, Landlord may, by Landlordwritten 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 without payment to specifications under Section 6.4 of the Lease, require Tenant, offsetat Tenant’s expense, deduction or otherwise. To the extent that: to remove any (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or moveable furniture, (ii) trade fixtures, (iii) process and process support equipment, (iv) utility equipment, (v) any other items permitted to be removed by Tenant pursuant to the Lease, and (vi) any other items agreed by Landlord to be removed by Tenant at any time the cost of construction end of the Tenant Improvements is expected to exceed Term (the Tenant Improvement Allowance (regardless of whether due to changes equipment and items described in the Approved Working Drawings, change orders, increases in costs, or otherwisepreceding clauses (i) through (vi) are collectively a referred to herein as the “Cost OverageTenant’s Removable Property”); then . With respect to the “Prior Work,” as that term is defined in Section 2.3.2.4 of this Tenant shall immediately deposit into a third party escrow acceptable Work Letter, the Tenant’s Removable Property required to Landlord a sum equal to one hundred and five percent (105%) be removed by Tenant at the end of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form Term consists of Exhibit L those items listed on Schedule 2 attached to this LeaseTenant Work Letter. Tenant shall, at Tenant’s expense, repair any damage to the Premises and Building caused the removal of Tenant’s Removable Property.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with be entitled to a one-time tenant improvement allowance (the Tenant Improvements depicted on "Initial Allowance") in the Approved Final Plansamount of up to, an amount which is but not exceeding Forty-Five Dollars ($45.00) per rentable square foot of the lesser of: Premises (i) i.e., up to One Million Sixty Two Thousand Million, Three Hundred Eighty-Five Thousand, Seven Hundred Twenty Seventy-Five and 00/100 Dollars and No Cents ($1,062,720.00); or (ii1,385,775.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit based on 30,795 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"). Notwithstanding the foregoing, if there is an Over-Allowance Amount (as defined below), then 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 Landlord pursuant to Section 4.2.1 below, to receive an additional one-time tenant improvement allowance to help pay for such Over-Allowance Amount (the "Additional Allowance") in the amount of up to, but not exceeding $307,950.00 (i.e., $10.00 per rentable square foot of the Premises). As consideration for Landlord providing the Additional Allowance to Tenant, the amount of the Additional Allowance provided by Landlord shall be 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 first (1st) day of each month throughout such seven (7) year initial Lease Term. If 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 2.1 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 19 of the 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 Tenant Improvement Initial Allowance may only be utilized for hard costs of construction of and the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Additional Allowance so elected to be received by Tenant Improvement Allowance shall be retained by Landlord, and without payment are sometimes collectively referred to Tenant, offset, deduction or otherwise. To herein as the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease."

Tenant Improvement Allowance. (a) Tenant’s construction of the Project in compliance with the Final Approvals will be at Tenant’s expense as set forth on the budget attached hereto as Exhibit H (the “Budget”), but Landlord shall pay cost associated provide Tenant with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One equal to Eighteen Million Sixty Two Hundred Thousand Seven Hundred Twenty and 00/100 Dollars and No Cents ($1,062,720.00); or (ii18,200,000.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord ) towards (1) the purchase price contained in that certain Purchase and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceSale Agreement dated on or around September 27, 2022 between Tenant, as seller, and all of itLandlord, shall be utilized only as purchaser (as amended, modified or assigned, collectively, the “PSA”), for the benefit Landlord’s purchase of the Premises. The Tenant Improvement Allowance , (2) the payment of a portion of the costs contemplated by the Budget or as otherwise may only be utilized for hard costs of incurred in the construction of the Tenant Improvements and may the Project, and (3) the payment of an amount not to exceed Two Million Six Hundred Thirty One Thousand Four Hundred Eighty and 63/100 Dollars ($2,631,480.63) (the “Capitalized Rent”) towards the payment of Base Rent and Supplemental Rent through October 31, 2024, and (4) the payment of other fees and expenses of Tenant as reasonably approved by Landlord, including without limitation the Finance Fee (as defined in the PSA). On the Commencement Date Tenant acknowledges and agrees that the disbursements contained on Exhibit J attached hereto are true and correct. The amounts identified on Exhibit J attached hereto as “Future Disbursements” shall be held by Tenant in an account in Tenant’s Name at Huntington National Bank with account number 01663173917 for the sole purpose to be used as and for furniturethe draws identified in Exhibit J attached hereto. Except as otherwise set forth in the Budget, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall not be retained by Landlord, and without distributed to the members of Tenant or used as a payment or a reimbursement to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the any Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseaffiliates.

Tenant Improvement Allowance. Landlord shall pay cost associated with provide an allowance for the planning and construction of the Tenant Improvements depicted on for the Work to be performed in the Premises, as described in the Initial Plans and the Approved Final PlansDrawings, an in the amount which is the lesser of: (i) of One Million Sixty Two Thirty Thousand Seven One Hundred Twenty Fifty and 00/100 Dollars and No Cents ($1,062,720.00); or (ii1,030,150.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord ) based upon an allowance of Eleven and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only 00/100 Dollars ($11.00) per rentable square foot for the purpose 93,650 rentable square feet of the work depicted Premises to be improved, as described in the Initial Plans and the Approved Working Drawings and that Final Drawings; provided, upon the Tenant Improvement Allowanceprior written approval of Landlord, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded a portion of the Tenant Improvement Allowance in the amount of Three Hundred Twenty-Three Thousand Eight Hundred Nine and 50/100 Dollars ($323,809.50) may be used by Tenant for FF&E to be installed in the Premises. Tenant shall not be retained by Landlordentitled to any credit, and without abatement or payment to Tenant, offset, deduction or otherwise. To from Landlord in the extent that: (i) event that the bid obtained based on the Approved Working Drawings exceeds amount of the Tenant Improvement Allowance (exclusive specified above exceeds the sum of the Cabling Installation); or (ii) at actual Tenant Improvement Costs and any time the cost of construction of the Tenant Improvements is expected Improvement Allowance amounts spent by Tenant for FF&E. Except with respect to exceed FF&E, the Tenant Improvement Allowance (regardless shall only be used for tenant improvements typically installed by Landlord in research and development buildings. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs and any Tenant Improvement Allowance amounts spent by Tenant for FF&E, and shall be subject to the provisions of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 10 below.

Tenant Improvement Allowance. Provided Tenant is not in default of any provision of the Lease beyond all applicable notice and cure periods expressly provided for in the Lease, Landlord shall pay reimburse Tenant for (a) up to One Hundred Thirty-Two Thousand Dollars ($132,000.00) of the cost associated 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 the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars receipts which itemize such costs and No Cents ($1,062,720.00); or acknowledge Tenant’s payment for same, and (ii) the Tenant Improvement Costs waivers of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord liens, in form and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowancesubstance acceptable to Landlord, waiving any and all of itlien rights in connection with Tenant’s Initial Improvements, shall such waivers to be utilized only provided by all contractors and suppliers providing services and/or materials for the benefit of the Premises. The Tenant’s Initial Improvements with respect to which Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaserequesting reimbursement.

Tenant Improvement Allowance. In consideration of Tenant entering into this Fourth Amendment, Landlord shall pay cost associated with the agrees to provide to Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One a tenant improvement allowance equal to Seven Million Sixty Two Three Hundred Seventy-Five Thousand Seven Hundred Twenty Five and 00/100 Dollars and No Cents ($1,062,720.007,375,725.00); or , which amount is based on Twenty-Two and 50/100 Dollars (ii$22.50) per rentable square foot of the Tenant Improvement Costs of constructing the Tenant Improvements Premises (the “Tenant Improvement Renewal Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement The Renewal Allowance will may be used only for in Tenant’s sole discretion, including to offset and xxxxx Tenant’s obligation to pay Base Rental during the purpose Extension Term. Notwithstanding the foregoing, the parties agree that at least Two Million Four Hundred Fifty Eight Thousand Five Hundred Seventy Five and 00/100 Dollars ($2,458,575.00), based on Seven and 50/100 Dollars ($7.50) per rentable square foot of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of itPremises, shall be utilized only used, on or before the New Expiration Date, for costs relating to the benefit construction of improvements to the Premises and the relocation, repair or replacement of any and all furniture, fixtures and equipment located in the Premises (collectively, the “Improvements”). 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 Landlord notice of such election on or before January 15, 2005, Landlord shall pay the Renewal Allowance to Tenant via check or wire transfer on or before January 28, 2005. At any time after such payment of the Premises. The Renewal Allowance, but no later than the New Expiration Date, Tenant Improvement Allowance shall furnish to Landlord evidence reasonably satisfactory to Landlord, including such invoices, certifications, lien releases, and other documentation as Landlord may only reasonably request, to be utilized for hard costs assured, to Landlord’s reasonable satisfaction, that the Improvements have been completed in compliance with the terms of construction this Section and the terms of the Lease. In addition to the foregoing, Landlord acknowledges that Tenant Improvements is still entitled to use of that certain tenant improvement allowance equal to Eighteen and may not be used No/100 Dollars ($18.00) per rentable square foot for furniture, fixtures, equipment, or otherwise. Any used or unfunded that portion of the Tenant Improvement Allowance Premises known as Floor 5 North comprising 26,830 rentable square feet (“Five North”). The Five North allowance shall be retained used by LandlordTenant in accordance with the terms of the Lease prior to the Expiration Date, and without payment solely for costs related to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of improvements to Five North and the Tenant Improvements is expected installation of furniture, fixtures and equipment to exceed the Tenant Improvement Allowance (regardless of whether due to changes be located in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Five North. Tenant shall immediately deposit into a third party escrow acceptable have no further right to Landlord a sum equal the Five North allowance after September 30, 2007. The rights contained in this Section shall be personal to one hundred the original Tenant signing this Fourth Amendment and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasenot be transferable.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of One Million Two Hundred Sixty-Five Thousand Three Hundred Seventy and No/100 Dollars ($1,265,370.00) for the costs 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 that term is set forth in Section 2.2, below (collectively, the “Tenant Improvements”). Except as set forth in Sections 2.3 and 2.4, below, in no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the is not fully utilized by Tenant Improvement Allowanceon or before June 30, 2015, then such unused amounts shall revert to Landlord, and all of it, Tenant shall be utilized only for the benefit of the Premiseshave no further rights with respect thereto. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the All Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of which the Tenant Improvement Allowance has been made available shall be retained deemed Landlord’s property under the terms of the Lease and shall remain in the Premises at the end of the Term; provided, however, Landlord may, by Landlordwritten 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 without payment to specifications under Section 6.4 of the Lease, require Tenant, offsetat Tenant’s expense, deduction or otherwise. To the extent that: to remove any (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or moveable furniture, (ii) trade fixtures, (iii) process and process support equipment, (iv) utility equipment, (v) any other items permitted to be removed by Tenant pursuant to the Lease, and (vi) any other items agreed by Landlord to be removed by Tenant at any time the cost of construction end of the Tenant Improvements is expected to exceed Term (the Tenant Improvement Allowance (regardless of whether due to changes equipment and items described in the Approved Working Drawings, change orders, increases in costs, or otherwisepreceding clauses (i) through (vi) are collectively a referred to herein as the “Cost OverageTenant’s Removable Property”); then . With respect to the “Prior Work,” as that term is defined in Section 2.3.2.4 of this Tenant shall immediately deposit into a third party escrow acceptable Work Letter, the Tenant’s Removable Property required to Landlord a sum equal to one hundred and five percent (105%) be removed by Tenant at the end of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form Term consists of Exhibit L those items listed on Schedule 2 attached to this LeaseTenant Work Letter. Tenant shall, at Tenant’s expense, repair any damage to the Premises and Building caused the removal of Tenant’s Removable Property.

Tenant Improvement Allowance. Tenant shall be entitled to a ------------------------------ tenant improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount of Twenty-Five and 50/100 Dollars ($25.50) per rentable square foot of the Premises. Landlord shall pay cost associated with have no other responsibility for the costs relating to the design and construction of Tenant's improvements to be constructed in such space (the "TENANT IMPROVEMENTS"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Improvements depicted on the Approved Final Plans, an Work Letter in a total amount which is exceeds the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars Base Building Allowance and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs Allowance. EXHIBIT C - Page 1 TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] With the exception of constructing the items listed on SCHEDULE 5 hereto, all Tenant ----------- Improvements (which are permanently affixed to the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that Premises for which the Tenant Improvement Allowance will has been made available shall be used only for deemed Landlord's property and shall be governed by the purpose same restrictions as are set forth in SECTION 6.6 of the work depicted in Lease with respect to Alterations, except that Tenant shall ------------ have no obligation to remove Tenant Improvements upon the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit expiration or sooner termination of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction Lease Term (unless, in connection with Landlord's approval of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Final Working Drawings, change ordersLandlord notifies Tenant of particular, increases in costs, or otherwise) non-general office improvements which Landlord may require to be removed (collectively a “Cost Overage”the "TENANT IMPROVEMENT REMOVAL ITEMS"); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease).

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of $25.00 per rentable square foot of the Premises for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). Landlord and Within thirty (30) days following the Lease Commencement Date, Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for entitled, pursuant to a written notice delivered to Landlord, to a one-time increase (the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion “Additional Allowance”) of the Tenant Improvement Allowance in an amount not to exceed $5.00 for each rentable square foot of the Premises, for the costs relating to the initial design and construction of the Tenant Improvements. In the event Tenant exercises its right to use all or any EXHIBIT B CHINA BASIN LANDING portion of the Additional Allowance, the monthly Base Rent for the Premises shall be retained increased by an amount equal to the “Additional Monthly Base Rent,” as that term is defined below, in order to repay the Additional Allowance to Landlord. The “Additional Monthly Base Rent” shall be determined as the missing component of an annuity, and without payment to Tenant, offset, deduction or otherwise. To the extent that: which annuity shall have (i) the bid obtained based on amount of the Approved Working Drawings Additional Allowance which Tenant elects to utilize as the present value amount, (ii) sixty (60) as the number of payments, (iii) seventy-five one-hundredths (.75), which is equal to nine percent (9%) divided by twelve (12) months per year, as the monthly interest factor, and (iv) the Additional Monthly Base Rent as the missing component of the annuity. In the event Tenant elects to utilize all or a portion of the Additional Allowance, then (a) all references in this Tenant Work Letter to the “Tenant Improvement Allowance”, shall be deemed to include the Additional Allowance which Tenant elects to utilize, (b) the parties shall promptly execute an amendment (the “Amendment”) to this Lease setting forth the new amount of the Base Rent and Tenant Improvement Allowance computed in accordance with this Section 2.1, and (c) the additional amount of monthly Base Rent owing in accordance with this Section 2.1 for the first full month of the Lease Term which occurs after the expiration of any free rent period shall be paid by Tenant to Landlord at the time of Tenant’s execution of the Amendment. 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 (exclusive of and the Cabling Installation); or (ii) at any time the cost of construction of the Additional Allowance. All Tenant Improvements is expected to exceed for which the Tenant Improvement Allowance (regardless has been made available shall be deemed Landlord’s property under the terms of whether due to changes the Lease. Notwithstanding the foregoing, upon Txxxxx’s request, at the expiration or earlier termination of this Lease, Landlord shall negotiate with Tenant in good faith towards the Approved Working Drawingspurchase by Tenant of all or any portion of the Tenant Improvements, change ordersat the then-current fair market value for such Tenant Improvements. Upon Txxxxx’s request, increases in costs, or otherwise) (collectively a “Cost Overage”); then Landlord and Tenant shall immediately deposit into a retain an independent third party escrow acceptable (mutually approved by Landlord and Tenant) to determine the fair market value of such Tenant Improvements. The fees of such third party shall be split evenly between Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseTenant.

Tenant Improvement Allowance. Landlord shall, at Landlord's sole cost and expense (not to exceed Sixty Three Thousand Five Hundred Fifty Five and 00/100 Dollars ($63,555.00), which amount is $15.00 per rentable square foot 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 (the "Tenant's Expansion Plans"). In the 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 or before December 1, 2001 or Landlord will have no further obligation with respect to the Seventh Floor Expansion Allowance. In the event the cost of constructing such improvements to the Seventh Floor Expansion exceeds the Seventh Floor Expansion Allowance, Tenant shall pay cost associated with for all such costs within ten (10) days of receipt of Landlord's invoice therefor. In no event shall the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose remainder of the work depicted in the Approved Working Drawings and that the Tenant Improvement Seventh Floor Expansion Allowance, and all of itif any, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwiseRent. Any used or unfunded portion The improvements to be constructed in connection with Tenant's lease of the Tenant Improvement Allowance Seventh Floor Expansion shall be retained by Landlord, considered alterations and without payment the plans therefor and the construction thereof shall be subject to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive provisions of the Cabling Installation); or (ii) at any time the cost Article 11 of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with be entitled to a one-time tenant improvement allowance (the “Expansion Space A Allowance”) in the amount of Two Hundred Eighty-One Thousand Three Hundred Seventy Dollars ($281,370) (equivalent to $15.00 per rentable square foot of Expansion Space A), to be used solely for the costs relating to the design, engineering, permitting, management and construction of Tenant’s initial improvements (“Tenant Improvements”) which are permanently affixed to Expansion Space A and for the “Soft Costs” defined below which pertain to Expansion Space A. Tenant shall also be entitled to a one-time tenant improvement allowance (the “Expansion Space B Allowance”) in the amount of Forty-One Thousand Eight Hundred Ninety-Dollars ($41,890) (equivalent to $5.00 per rentable square feet of Expansion Space B), to be used solely for the costs relating to the design, engineering, permitting, management and construction of Tenant Improvements depicted on which are permanently affixed to Expansion Space A or Expansion Space B and for the Approved Final Plans, an amount “Soft Costs” defined below which is pertain to Expansion Space A or Expansion Space B. The Expansion Space A Allowance and the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (Expansion Space B Allowance are sometimes referred to collectively herein as the “Tenant Improvement Allowance”). .” In no event shall Landlord and be obligated to make disbursements of its own funds pursuant to this Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted Work Letter in the Approved Working Drawings and that a total amount which exceeds the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount of $27.00 for each of the 12,420 usable square feet of the Premises for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "TENANT IMPROVEMENTS"). In no event shall Landlord shall pay cost associated with the be obligated to make disbursements pursuant to this Tenant Improvements depicted on the Approved Final Plans, an Work Letter in a total amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that exceeds the Tenant Improvement Allowance. Tenant shall have the right to use an additional amount (the "ADDITIONAL TENANT IMPROVEMENT ALLOWANCE"), and all not to exceed $4.00 for each of it, shall be utilized only for the benefit 12,420 usable square feet of the Premises, to be used towards the cost of the Tenant Improvements. The Tenant agrees that, in order repay the Additional Tenant Improvement Allowance may only be utilized used by Tenant if any, to Landlord, the monthly Base Rent for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance Premises shall be retained increased by Landlordan amount equal to the "Additional Monthly Base Rent", and without payment to Tenantas that term is defined below. The "Additional Monthly Base Rent" shall be determined as the missing component of an annuity, offset, deduction or otherwise. To the extent that: which annuity shall have (i) the bid obtained based on amount of the Approved Working Drawings exceeds the Additional Tenant Improvement Allowance (exclusive of used by Tenant as the Cabling Installation); or present value amount, (ii) at any time 60 as the cost number of construction payments (i.e., the number of months in the initial Lease Term as to which Tenant is obligated to pay Base Rent), (iii) eighty-three one hundredths of one percent (0.83%), which is equal to ten percent (10%) divided by twelve (12) months per year, as the monthly interest factor, and (iv) the Additional Monthly Base Rent as the missing component of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseannuity.

Tenant Improvement Allowance. A. Subject to Tenants compliance with the provisions of this Exhibit B, Landlord shall pay cost provide to Tenant an allowance in the amount of Forty-nine Thousand Eight Hundred Forty-five Dollars ($49,845.00) (the “Tenant Improvement Allowance”) to construct and install only the Tenant Improvements. The Tenant Improvement Allowance shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Paragraph 4.C. of this Exhibit B. In addition to the foregoing, Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a progress payment request pursuant to the terms and conditions of Section 5.B. below prior to that date which is six (6) months after the Lease Commencement Date (as such term is defined in the Basic Lease Information and Section 2 of the Lease). The costs to be paid out of the Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the Tenant Improvements depicted on the Approved Final Plansdesign, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars preparation, approval, planning, construction and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs installation of constructing the Tenant Improvements (the “Tenant Improvement AllowanceCosts”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose , including all of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.following:

Tenant Improvement Allowance. Landlord agrees that Landlord shall pay to Tenant a sum equal to the lesser of (i) the actual cost associated with the Tenant of Tenant’s Improvements depicted (as hereinafter defined), or (ii) FIFTY THOUSAND AND NO/00 DOLLARS ($50,000.00) (“Landlord’s Contribution”) on the Approved Final Plans, an amount which is terms and conditions contained herein. Landlord’s Contribution shall be paid to Tenant to reimburse Tenant for the lesser ofactual cost of improvements installed by Tenant in the Premises (“Tenant Improvements”) provided such improvements: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00)are of the same general character as the existing improvements in the Premises; or (ii) are non-structural in nature; (iii) do not require openings on the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose roof or exterior walls of the work depicted in Building; (iv) do not affect any building system; (v) are completed prior to December 31, 2006 (vi) consist of improvements to the Approved Working Drawings and that the Tenant Improvement Allowancestructure, and all of itelectrical, shall be utilized only for the benefit plumbing, lighting or HVAC systems of the Premises, and do not include personal property of Tenant, and (vii) are otherwise acceptable to Landlord in its reasonable discretion. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance Landlord’s Contribution shall be retained paid in one installment by Landlord, and without payment Landlord to Tenant within ten (10) days of Tenant, offset, deduction or otherwise. To the extent that: ’s presentation of reasonable documentation evidencing (i) the bid obtained based on amounts due to Tenant, including presentation of a contractor’s statement final lien waivers, as the Approved Working Drawings exceeds case may be, covering all work for which the Tenant Improvement Allowance (exclusive of the Cabling Installation)is requesting payment; or (ii) at any time the cost of construction final completion of the 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 be furnished, amounts of contracts, amounts paid to date, amounts of current payments and balances due; and (iv) a certification by Tenant’s contractor that the Tenant’s Improvements is expected to exceed have been completed and materials are in place as indicated by the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaserequest for payment.

Tenant Improvement Allowance. 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 limited to cabling and wiring of the Leased Premises) pursuant to mutually agreeable plans and specifications. Tenant shall pay Landlord promptly, as additional rental under the Lease and within thirty (30) days of being invoiced therefore, the cost associated of any such improvements, less the amount of such Allowance; provided, however, if Tenant has not used the entire Allowance by 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 Lease. The provisions of Exhibit D to the Lease, as applicable, shall apply with respect to all improvements in the Leased Premises. Notwithstanding the foregoing, Tenant Improvements depicted on may perform all such work to the Approved Final PlansLeased Premises with a contractor approved by in advance by Landlord, an amount which is the lesser of: provided that (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars any mechanical, electrical and No Cents plumbing ($1,062,720.00); or "MEP") work must be approved in advance and drawn by Landlord's MEP architect, and (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will all MEP-related work must be used only for the purpose of the work depicted performed by subcontractors approved in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained advance by Landlord. In addition, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable pay to Landlord a sum construction management fee equal to one hundred and five percent (1055%) of the Cost Overagetotal cost of all work associated with such improvements to the Leased Premises. In such eventSuch fee shall be paid to Landlord or Landlord's designated agent, and may be funded out of the parties shall enter into an escrow agreement substantially in Allowance, to the form of Exhibit L to this Leaseextent available.

Tenant Improvement Allowance. Provided that there is not a Default of Tenant under the Lease, including this Work Letter, at the time a payment is due, Landlord shall pay cost associated with towards the costs of the Tenant Improvements depicted on the Approved Final PlansImprovements, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars including all design, permit fees, 35654\12546889.9 B-12 06907\011\8511619.v2 06907\011\8493037.v6 Landlord project management, and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs costs of constructing the Tenant Improvements (collectively, the “Tenant Improvement Costs”), an amount equal to $90.00 per square foot of the Building (as determined by Architect in the Construction Documents in accordance with the method set forth in Section 4.1(e) below) (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge , except that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlordused to pay only those Tenant Improvement Costs that are considered under generally accepted accounting principles to be capital expenditures related to real property (but not to personal property or trade fixtures), which costs may include permit fees, design fees, project management, and without payment to Tenantcosts of constructing the Tenant Improvements. Additionally, offset, deduction or otherwise. To and in no way limiting the extent that: (i) the bid obtained based foregoing restrictions on the Approved Working Drawings exceeds use of the Tenant Improvement Allowance, Tenant shall pay directly the costs of any architects, engineers and other design professionals that Tenant directly engages. Except as expressly set forth herein, Landlord’s payment of the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements Improvement Costs (if such amount is expected less than the Tenant Improvement Allowance), shall satisfy in full Landlord’s obligation to exceed pay the Tenant Improvement Allowance (regardless of hereunder, and Landlord shall not be obligated to make any payment for any subsequent alterations or improvements to the Premises whether due to changes in or not the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then entire Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of Improvement Allowance was expended on the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseinitial Tenant Improvements.

Tenant Improvement Allowance. Landlord shall pay cost associated with Pursuant to the Tenant Improvements depicted on the Approved Final PlansSecond Amendment, Lessor made available to Lessee an amount which is the lesser of: (i) One Improvement Allowance of Five Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”5,000,000). Landlord and Tenant agree and acknowledge that Pursuant to the Tenant Third Amendment, Lessor made an additional Improvement Allowance will of Five Million Dollars ($5,000,000) available to Lessee. Pursuant to the Ninth Amendment, Lessor made an additional Improvement Allowance of Five Million Dollars ($5,000,000) available to Lessee. Pursuant to the Eleventh Amendment, Lessor made an additional Improvement Allowance of Five Million Dollars ($5,000,000) available to Lessee. Lessor hereby makes available to Lessee an additional improvement allowance equal to Five Million Dollars ($5,000,000) to be used for certain capital improvements to the Facilities. Such additional improvement allowance shall be used only for completion of capital improvements to the purpose Facilities listed on Exhibit B to this Amendment, which shall be approved and constructed in accordance with the terms and provisions of Paragraph 2 of the work depicted Second Amendment. The term “Capital Improvements” as and where used in Paragraph 2 of the Approved Working Drawings Second Amendment shall be deemed to include such capital improvements. The additional improvement allowance shall be requested and that disbursed in accordance with the Tenant provisions of Paragraph 3 of the Second Amendment. The term “Improvement Allowance”, as and all where used in Paragraph 3 of itthe Second Amendment, shall be utilized only deemed to include and refer to the additional improvement allowance provided for in this paragraph, except that such additional improvement allowance shall be available for Capital Improvements completed on or before August 31, 2014 and the final request for disbursement shall be no later than October 31, 2014. The annual Base Rent payable under the Existing Master Lease shall be increased by the Improvement Allowance Adjustment Amount for each disbursement of such additional improvement allowance as provided in Paragraph 4 of the Second Amendment. In the event Lessor fails to pay Lessee any installment request for the benefit additional improvement allowance as provided in Paragraph 3 of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction Second Amendment, Lessee shall have the rights and remedies provided in Paragraph 4 of the Tenant Improvements Second Amendment and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion the provisions of Paragraph 4 of the Tenant Improvement Allowance Second Amendment shall be retained by Landlord, apply to Lessee’s exercise of such rights and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.remedies

Tenant Improvement Allowance. Commencing on the Effective Date, Landlord shall pay cost associated with the provide Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements allowance (the “Initial Tenant Improvement Allowance”) equal to Fifteen Million Nine Hundred Fifty Seven Thousand One Hundred Thirty Six and 00/100 Dollars ($15,957,136.00) (which amount is based on the sum of (1) the product of (A) Fifty Two and 00/100 Dollars ($52.00) multiplied by (B) the number of square feet of Rentable Area in the Existing Premises and (2) the product of (A) One Hundred Thirty Two and 00/100 Dollars ($132.00) multiplied by (B) the number of square feet of Rentable Area in the Expansion Premises). Landlord and Tenant agree and acknowledge that the The Tenant Improvement Allowance will be used only for the purpose (hereinafter defined) is provided in order to help Tenant finance all costs associated with Tenant’s construction of the work depicted physical tenant improvements actually installed in the Approved Working Drawings and Premises (the Existing Premises Improvements, together with the Expansion Premises Improvements (hereinafter defined), the “Tenant Improvements”). To the extent that Tenant elects to contribute all or any portion of the Existing Premises Abatement Amount and/or the Expansion Premises Abatement Amount to the Tenant Improvement Allowance, and all of it, the term “Tenant Improvement Allowance” shall be utilized only for the benefit inclusive of the Premisessuch amounts. The term “Maximum Tenant Improvement Allowance may only be utilized for hard costs of construction of Allowance” shall mean the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Initial Tenant Improvement Allowance shall be retained by LandlordAllowance, and without payment to Tenant, offset, deduction or otherwise. To together with the extent that: (i) Existing Premises Abatement Amount and/or the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseExpansion Premises Abatement Amount.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount equal to Five Hundred Eighty-Seven Thousand Three Hundred Fifty Dollars ($587,350.00). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only , for the purpose costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”) and installed during the period (the “Improvement Period”) from and after the date of execution of the work depicted in Second Amendment until the Approved Working Drawings and date which is six (6) months after the Second Expansion Space Commencement Date; provided, however, that the Tenant Improvement Allowance, and Landlord shall have no obligation to disburse all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: Tenant (i) with respect to any disbursement request made by Tenant for Tenant Improvements constructed or installed after the bid obtained based on expiration of the Approved Working Drawings Improvement Period, and (ii) with respect to any disbursement request made by Tenant after the date which is sixty (60) days after the expiration of the Improvement Period. 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 (exclusive Allowance. Tenant shall not be entitled to receive any cash payment or credit against rent or otherwise for any unused portion of the Cabling InstallationTenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below); or (ii) at any time the cost of construction . The portion of the Tenant Improvements is expected that relate only to exceed the Second Expansion Space are referred to herein as the “Second Expansion Space Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost OverageImprovements”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall pay cost associated with Up to Three Million Two Hundred Eighty Seven Thousand Eight Hundred Thirty Five and 00/100 Dollars ($3,287,835.00) (consisting of Twenty and 00/100 Dollars ($20.00) per rentable square foot for the Tenant Improvements depicted 151,893 rentable square feet located on the Approved Final PlansSecond, an amount which is Third, Fourth and Eleventh Floors of the lesser of: (iPremises 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) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “"Tenant Improvement Allowance”"). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will , to be used only for (i) the purpose Construction Costs (as 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%) of the work depicted in aggregate Construction Costs, and (ii) Tenant's Moving Expenses, as defined below, up to Eight Hundred Nine Thousand Four Hundred Sixty and 00/100 Dollars ($809,460.00) (the Approved Working Drawings "Moving Expense Sub-Allowance"). The term "Moving Expenses" shall mean moving materials, labor, advertisements, business cards, stationery, phone listings, hiring temporary employees relating to the move, and that the like. The Tenant Improvement AllowanceAllowance shall not include the costs and expenses incurred by Landlord to perform certain work to the Second, Third, Fourth and all Eleventh Floors of itthe Premises necessary to deliver the same in "white-box" condition prior to the commencement of construction of the tenant improvements, which "white-box" work to be performed by Landlord is detailed in Schedule 1 attached hereto and incorporated herein by reference. Landlord shall be utilized only for have no "white box" obligations with respect to the benefit First Floor of the Premises. Delivery of the Second, Third, Fourth and Eleventh Floors of the Premises in "white-box" condition shall not require Landlord to replace any light fixtures or to replace the ceiling grid, unless otherwise expressly provided in Schedule 1 hereto. 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 Premises and to construct a corridor on the First Floor of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not shall not, however, be used for furniturethe purchase of Tenant's furnishings (other than permanently affixed improvements, such as wallpaper and casework), trade fixtures, equipmentequipment or supplies, or otherwise. Any used or unfunded portion all of the Tenant Improvement Allowance which shall be retained paid for by Landlord, and without payment to Tenant, offset, deduction without allowance or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasereimbursement from Landlord.

Tenant Improvement Allowance. Landlord Notwithstanding anything to the contrary contained in the Lease, Tenant shall pay cost associated renovate the Leased Premises to build a wall, remove doors and add one additional door through the shared lobby (the “Improvement Work”) subject to Landlord’s approval of plans thereof in accordance with the “Work Letter,” attached to the Original Lease as Exhibit B. The term “Tenant Improvements depicted on Improvement Allowance,” as defined in the Approved Final PlansWork Letter, an amount which is hereby revised to mean “$111,910.00,” (based upon $5.00 per rentable square foot of the lesser of: Leased Premises) solely for the costs relating to the Improvement Work and Tenant Improvements. Furthermore, (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars the “$4,628.00” amount in the last full sentence of Paragraph 2(a) in the Work Letter is hereby amended and No Cents (replaced with “$1,062,720.00); or 5,595.50,” and (ii) the Tenant “1,851.20” amount in the last paragraph of Paragraph 2 is hereby amended and replaced with “$2,238.20”. All Improvement Costs Work performed pursuant to this Section 3 shall be performed in accordance with and subject to the terms and conditions of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Work Letter and Landlord and Tenant agree and acknowledge that shall disburse the Tenant Improvement Allowance to Tenant pursuant to and in accordance with the Work Letter. In no event will Tenant be used only for the purpose of the work depicted in the Approved Working Drawings and that the entitled to any rent credit based on any unused Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of Other than the Tenant Improvement Allowance shall be retained by Landlordprovided herein, and without payment except to Tenant, offset, deduction or otherwise. To the extent that: (i) expressly provided in the bid obtained based on Original Lease, Landlord shall not be responsible for the Approved Working Drawings exceeds payment or performance of any improvements or alterations to the Leased Premises and, except to the extent expressly provided in the Original Lease, Tenant Improvement Allowance (exclusive agrees to accept the same in their “as is” condition as of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseLease Commencement Date.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Fifty-Four Thousand Five Hundred Nine and No/100 Dollars ($54,509.00) (i.e. $13.00 per usable square foot of the Premises times 4,193 usable square feet) for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). Landlord In addition, and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that not as a deduction from the Tenant Improvement Allowance, Landlord shall pay the costs related to the preparation of one (1) preliminary space plan for the Premises (the “Space Plan Allowance”) provided Landlord’s space planner prepares the preliminary space plan for the Premises. Notwithstanding, the foregoing, in the event Tenant elects to use Tenant’s space planner to prepare the preliminary space plan for the Premises, Landlord shall have the right, in Landlord’s reasonable discretion, to approve the space planner selected by Tenant, and all of itin such event, the Space Plan Allowance payable by Landlord shall be utilized only for the benefit limited to a maximum of $.10 per usable square foot of the Premises. The In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Improvement Allowance may only be utilized for hard costs of construction of Work Letter in a total amount which exceeds the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion total of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwisethe Space Plan Allowance. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds All Tenant Improvements for which the Tenant Improvement Allowance (exclusive has been made available shall be deemed Landlord’s property under the terms of Article 6 of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall pay cost associated with (i) Up to One Hundred Ninety Dollars ($190.00) per Rentable Square Foot of the Premises (i.e., up to $8,560,830.00) (“Initial Allowance”), plus (ii) at Tenant’s election and subject to repayment as provided herein, an additional amount of up to a 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 depicted on (in lieu of abated rent) (“Abated Rent Allowance”), to be contributed by Landlord toward the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs 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 (8%) and payable by Tenant as a component of Basic Rent, and (b) as a condition to Landlord providing any portion of the Additional Allowance, Tenant shall be obligated to apply and convert an equal amount of the Abated Rent Allowance on a per rentable square foot basis, pari passu (e.g., if Tenant agree and acknowledge that elects to use $5.00 per Rentable Square Foot of the Additional Allowance, Tenant must also elect to apply a portion of the Abated Rent Amount equal to $5.00 per Rentable Square Foot toward the cost of the Tenant Improvement Improvements), and 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 will be used only for the purpose and a corresponding portion of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Abated Rent Allowance may only be utilized for hard costs prior to commencement of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseImprovements.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of $5,009,580.00 (i.e., $180.00 per rentable square foot of the Premises) for the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). 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 and the Space Planning Allowance (as defined below). All Tenant agree and acknowledge Improvements for which the Tenant Improvement Allowance has been utilized shall be deemed Landlord’s property under the terms of the Lease. Tenant acknowledges that the Tenant Improvement Allowance will is to be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the applied to Tenant Improvements covering the entire Premises and may if Tenant does not be used for furnitureelect to improve the entire Premises, fixtures, equipment, or otherwise. Any used or unfunded portion of then the Tenant Improvement Allowance shall be retained by Landlordadjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved. In the event that Tenant shall fail to request the entire Tenant Improvement Allowance prior to the expiration of Lease Month 36, such unrequested amounts shall be the sole property of Landlord and without payment Tenant shall have no claim to Tenantany such unrequested amounts. Notwithstanding anything contained herein to the contrary, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of may be applied to non-construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes related costs as further set forth in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost OverageParagraph 2.2. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.4885-9329-8068.6/391320.00007/5-29-24/arb/bwt EXHIBIT D -1-

Tenant Improvement Allowance. Landlord shall agrees to pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) a tenant improvement allowance of Two Hundred Ninety-One Million Thousand Six Hundred Sixty Two Thousand Seven Hundred Twenty and No/100ths U.S. Dollars and No Cents ($1,062,720.00); or (ii291,660.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that ) as contribution toward the Tenant Improvement Allowance will be used only for the purpose cost of the tenant improvement work depicted performed in the Approved Working Drawings and that New Premises (collectively, the “Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the PremisesFinish Costs”). The Tenant Improvement Allowance may only shall be utilized for hard applied toward (i) the cost of tenant improvement work completed within the rentable area of the New Premises in accordance with the Construction Drawings (as defined below), excluding, however, any movable furniture, equipment and trade fixtures not physically attached to the Premises (collectively, the “Tenant Work”), and (ii) the cost of tenant improvement work completed within the rentable areas of the New Premises in accordance with Tenant’s IT Work (as defined below), as well as any soft costs, such as architectural, engineering, cabling and wiring costs incurred by Tenant in connection with Tenant’s Work or Tenant’s IT Work. Landlord shall pay the costs of construction Tenant’s IT Work from the proceeds, if any, of the Tenant Improvements Improvement Allowance within thirty (30) days after receipt of invoices, reasonable supporting documentation, and lien waivers in such form as Landlord may not be used for furniture, fixtures, equipment, or otherwisereasonably require. Any used or unfunded unused portion of the Tenant Improvement Allowance upon completion of Tenant’s Work and Tenant’s IT Work will not be refunded to Tenant and will not be available to Tenant as a credit against any obligations of Tenant under the Lease. Landlord shall be retained by Landlord, and without payment have the right to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of charge a construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum management fee equal to one hundred two and five one-half percent (1052.5%) of the Cost Overage. In such eventTenant Finish Costs, which amount shall be deducted from the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseTenant Improvement Allowance.

Tenant Improvement Allowance. Landlord shall pay cost associated with Section 2.1 of the Tenant Improvements depicted on Work Letter attached to the Approved Final Plans, an Third Amendment as Exhibit B is hereby amended and restated in its entirety as follows: “Tenant shall be entitled to a one-time tenant improvement allowance in the amount which is the lesser of: of (i) One Million Sixty Two Eighty-Eight Thousand Seven Hundred Twenty Forty and 00/100 Dollars and No Cents ($1,062,720.00); or 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 Costs of constructing Allowance” and together with the Existing Premises Tenant Improvements (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 (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 (A) differentiate between improvements made to the Existing Premises and the Expansion Premises, nor (B) be obligated to make disbursements pursuant to this Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted Work Letter in the Approved Working Drawings and that a total amount which exceeds the Tenant Improvement Allowance; provided that, and all of itnotwithstanding the foregoing, at a minimum, Tenant shall be utilized only for either leave the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction 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 may not be used for furniturefinishes. Notwithstanding any provision to the contrary contained herein, fixtures, equipment, or otherwise. Any used or unfunded 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 be retained by revert to Landlord, and without payment to TenantTenant shall have no further rights with respect thereto (whether as a Rent credit, offsetcash payment, deduction or otherwise). To Notwithstanding anything to the extent that: contrary in this Tenant Work Letter, Tenant may utilize up to Two Hundred Seventeen Thousand Six Hundred Eight and 00/100 Dollars (i$217,608.00) ($3.00 per 72,536 rentable square feet of the bid obtained based on Existing Premises) of the Approved Working Drawings exceeds the Existing Premises Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the pay for Tenant Improvement Allowance (regardless of whether due Items incurred by Tenant in connection with tenant improvements made to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Existing Premises during calendar year 2018 upon Tenant shall immediately deposit into a third party escrow acceptable providing to Landlord a sum equal paid invoices for all such improvements and related costs for which the Existing Premises Tenant Improvement Allowance is to one hundred be disbursed, signed permits for all improvements completed within the Existing Premises, properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and five percent (105%) either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Cost Overage. In such eventimprovements, the parties shall enter into an escrow agreement substantially in the form and any other requirements that are part of Exhibit L to this LeaseLandlord's standard "close-out" package.”

Tenant Improvement Allowance. Landlord shall provide Tenant with a tenant improvement allowance of up to Two Hundred Sixty-Eight Thousand Four Hundred Fifteen Dollars ($268,415.00) (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 cost associated with for furniture or trade fixtures or for any other purpose other than Refurbishing the Premises. Once Tenant Improvements depicted on has completed and paid for one or more particular Refurbishing projects, Landlord shall reimburse Tenant for the Approved Final Planscosts of such Refurbishing work, in an aggregate amount which is not to exceed the lesser ofRenewal TI Allowance, within thirty (30) days after Landlord’s receipt of the following: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or 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 Improvement Costs can request multiple draws upon the Renewal TI Allowance for multiple Refurbishing projects so long as the total amount of constructing all draws does not exceed the Tenant Improvements maximum Renewal TI Allowance of $268,415.00), (the “Tenant Improvement Allowance”). Landlord iii) final, unconditional lien releases from all contractors and Tenant agree material and acknowledge that the Tenant Improvement Allowance will be used only service providers who have provided materials and services for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceRefurbishing work, which lien releases comply with California Civil Code Section 3262(d), and all of it, (iv) such other documents and information as Landlord shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasereasonably request.

Tenant Improvement Allowance. As used herein, “Tenant Improvement Completion Date” shall mean the date upon which (i) the Tenant Improvements have been completed, (ii) written certification of such completion by Tenant and Tenant’s Architect is delivered to Landlord, (iii) a final Certificate of Occupancy is issued for the Property, with the original thereof delivered to Landlord, (iv) the aforesaid contractor’s affidavits and full and final releases or waivers of liens and receipted bills covering all labor and material expended and used by Tenant in furnishing and installing the Tenant Improvements are delivered to Landlord, (v) the aforesaid “as-built” plans in AutoCAD and PDF formats are delivered to Landlord, and (vi) Tenant has occupied the Property, opened for business to the public, paid rent and is not otherwise in default of the Lease. Upon the Tenant Improvement Completion Date, Landlord shall pay cost associated with the to Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements a tenant improvement allowance (the “Tenant Improvement Allowance”) of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00). Landlord and Tenant agree and acknowledge , provided that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion amount of the Tenant Improvement Allowance shall be retained not exceed the actual costs incurred by LandlordTenant for the construction of interior Tenant Improvements to the Premises including, architectural, engineering, permits, labor and without payment to Tenant, offset, deduction or otherwisematerials. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the The Tenant Improvement Allowance (exclusive Completion Date shall not affect the calculation of the Cabling Installation); or (ii) at any time Lease Commencement Date pursuant to the cost of construction terms of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”") in the amount of $301,180.00 (based upon $20.00 per useable square foot contained within the Premises for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"). In no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge that Work Letter in a total amount which exceeds the Tenant Improvement Allowance will and in no event shall Tenant be used only entitled to any credit for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance shall which is not used by Tenant on or before the date which is three (3) months after the Commencement Date. Notwithstanding the foregoing, in the event costs to be retained incurred for the Tenant Improvements exceed the Tenant Improvement Allowance, Tenant may elect, by Landlordwritten notice to Landlord at any time on or before the commencement of construction, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds increase the Tenant Improvement Allowance by up to Five Dollars (exclusive of $5.00) per usable square foot contained within the Cabling InstallationPremises ("Additional Allowance"); or (ii) at any time the cost of construction of the . If Tenant Improvements is expected exercises its option to exceed so increase the Tenant Improvement Allowance, Monthly Basic Rental for the Premises shall be increased throughout the initial Term by an amount sufficient to amortize the Additional Allowance over a ten (regardless 10) year term based upon equal monthly payments of whether due to changes in principal and interest, with interest imputed on the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five outstanding principal balance at ten percent (10510%) of the Cost Overageper annum. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.EXHIBIT "D" 1 Initials: ____ ____

Tenant Improvement Allowance. A. Subject to Tenant's compliance with the provisions of this Exhibit B, --------- Landlord shall pay cost associated with provide to Tenant an allowance in the Tenant Improvements depicted on the Approved Final Plans, an approximate amount which is the lesser of: (i) of One Million Sixty Eight Hundred Ninety-five Thousand Two Thousand Seven Hundred Twenty Fifty Dollars and No Cents ($1,062,720.00); or 1,895,250.00) based upon a rate of Twenty-five Dollars (ii$25.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose per rentable square foot of the work depicted in the Approved Working Drawings Premises to construct and that the Tenant Improvement Allowance, and all of it, shall be utilized install only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniturean additional allowance in the amount of Fifty Thousand Dollars ($50,000.00) applicable only to the design, fixturespreparation, equipmentplanning, or otherwiseconstruction and installation of the Lobby Improvements (collectively, the "Tenant Improvement Allowance"). Any used or unfunded portion The actual amount of the Tenant Improvement Allowance shall be retained by adjusted commensurately based upon the actual rentable square feet of the Premises after Landlord's Substantial Completion of the Shell Improvements. Subject to the provisions of this Exhibit B, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive --------- shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Paragraph 4.C. of this Exhibit B. The costs to be paid out of the Cabling Installation); or (ii) at any time --------- Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the cost of design, preparation, approval, planning, construction and installation of the Tenant Improvements is expected to exceed (the "Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working DrawingsCosts"), change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) including all of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.following:

Tenant Improvement Allowance. Landlord shall pay cost associated with the and Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars hereby acknowledge and No Cents ($1,062,720.00); or (ii) agree that the Tenant Improvement Costs (defined in Section 9 below) for the Tenant Improvements, based upon the Initial Plans approved by Landlord and Tenant in accordance with the provisions of constructing 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 more than twenty-five percent (25%), 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 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 Seven and 45/100 Dollars ($7.45) per rentable square foot for 14,001 rentable square feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. Tenant shall not be entitled to any credit, abatement or payment from Landlord and Tenant agree and acknowledge in the event that the amount of the Tenant Improvement Allowance will be used only for specified above exceeds the purpose of the work depicted in the Approved Working Drawings and that the actual Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the PremisesCosts. The Tenant Improvement Allowance may shall only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwisetenant improvements typically installed by Landlord in office/R&D and warehouse/distribution buildings. Any used or unfunded portion of the The Tenant Improvement Allowance shall be retained the maximum contribution by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Landlord for the Tenant Improvement Allowance (exclusive Costs and shall be subject to the provisions of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 10 below.

Tenant Improvement Allowance. 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 to exceed $1,056,640.00 (i.e., $10.00 per rentable square foot of the Premises), for the costs relating to the Improvement Allowance Items. The Base Allowance together with the Additional Allowance shall sometimes be collectively referred to herein as the "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) the parties shall promptly execute an amendment (the "Amendment") to the Lease setting forth the monthly Base Rent as increased by the Allowance Rent, and (ii) Tenant shall pay cost associated to Landlord, concurrently with Xxxxxx's execution and delivery of the Tenant Improvements depicted on the Approved Final PlansAmendment to Landlord, an amount which is equal to the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose first installment of the work depicted in Allowance Rent payment. Notwithstanding anything contained herein to the Approved Working Drawings and that the Tenant Improvement Allowancecontrary, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall only be retained by Landlordavailable for disbursement until March 31, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease2021.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with be entitled to a one-time tenant improvement allowance in the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: of (i) One Million Sixty Two Thousand Seven Hundred Twenty $358,060.00 with respect to the Building F Premises and the Building A Premises (i.e., Five Dollars and No Cents ($1,062,720.00); or (ii5.00) per rentable square foot of the Tenant Improvement Costs Premises multiplied by 71,612 rentable square feet of constructing the Tenant Improvements Building F Premises and the Building A Premises) (the “Existing Premises Tenant Improvement Allowance”), and (ii) Five Dollars ($5.00) per rentable square foot of the Substitute Premises (which includes the Building B Substitute Premises and the Building D Substitute Premises), which final amount shall be calculated once the rentable square footage of the Building B Substitute Premises has been determined pursuant to Section 2.1 of the Fourth Amendment) (the “Substitute Premises Tenant Improvement Allowance” and, collectively with the Existing Premises Tenant Improvement Allowance, the “Tenant Improvement EXHIBIT B -1- Allowance”), for the costs relating to the design and construction of Tenant’s improvements, which are permanently affixed to the Premises (the “Tenant Improvements”). In no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge that Work Letter in a total amount which exceeds the Tenant Improvement Allowance. As more particularly set forth in Section 8.5 of the Original Lease, all Tenant Improvements for which the Tenant Improvement Allowance will has been made available shall be used only for deemed Landlord’s property under the purpose terms of the work depicted in the Approved Working Drawings Lease. Tenant hereby acknowledges and agrees that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded any unused portion of the Tenant Improvement Allowance remaining as of May 31, 2014, shall be retained by Landlord, revert to Landlord and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasehave no further right thereto.

Tenant Improvement Allowance. Landlord shall pay cost associated with the and Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars hereby acknowledge and No Cents ($1,062,720.00); or (ii) agree that the Tenant Improvement Costs (defined in Section 9 below) for the Tenant Improvements, based upon the Initial Plans approved by Landlord and Tenant in accordance with the provisions of constructing 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 more than twenty-five percent (25%), 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 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 Twenty and 80/100 Dollars ($20.80) per rentable square foot for 33,792 square feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. Tenant shall not be entitled to any credit, abatement or payment from Landlord and Tenant agree and acknowledge in the event that the amount of the Tenant Improvement Allowance will be used only for specified above exceeds the purpose of the work depicted in the Approved Working Drawings and that the actual Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the PremisesCosts. The Tenant Improvement Allowance may shall only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwisetenant improvements typically installed by Landlord in office/R&D and warehouse/distribution buildings. Any used or unfunded portion of the The Tenant Improvement Allowance shall be retained the maximum contribution by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Landlord for the Tenant Improvement Allowance (exclusive Costs and shall be subject to the provisions of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 10 below.

Tenant Improvement Allowance. Landlord Commencing as of the date of this First Amendment, Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, be entitled to an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements improvement allowance (the “Tenant Improvement Allowance”) in the amount of $45.00 per rentable square foot of the Premises (i.e., $1,514,835.00) for the costs relating to the design and construction of Tenant’s improvements, refurbishment work and other renovations to be performed by Tenant in the Premises or which are “Tenant Improvement Allowance Items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). Landlord and All Tenant agree and acknowledge Improvements that have been paid for with or reimbursed from the Tenant Improvement Allowance will shall be used only for deemed Landlord’s property under the purpose terms of the work depicted Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the Approved Working Drawings and that end of the Lease Term, at Tenant’s expense, to remove any portion of the Tenant Improvement AllowanceImprovements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a condition with removed systems components capped, Building standard ceiling tiles in good condition, and all sheet rock and floors patched and repaired to match existing conditions of it, shall be utilized only for the benefit remainder of the Premises. Landlord approves in concept and shall not require Tenant to remove any of the Tenant Improvements to the extent shown on the Space Plan attached hereto as Schedule 1. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used by Tenant for the purchase or installation of furniture, fixtures, equipmentfixtures or equipment (other than an autoclave and glasswash), or otherwise. Any used for telephone or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costsdata cabling, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overageany other personal property. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.EXHIBIT B

Tenant Improvement Allowance. A. Subject to Tenant’s compliance with the provisions of this Exhibit F, Landlord shall pay cost provide to Tenant an allowance in the amount of One Hundred Sixty Eight Thousand Twelve and 00/100 Dollars ($168,012.00) (the “Tenant Improvement Allowance”) to construct and install only the Tenant Improvements; provided, however, Tenant shall have the right to utilize (i) up to Thirty Five Thousand Two and 50/100 Dollars ($35,002.50) of the Tenant Improvement Allowance for the purchase of furniture for the Premises (as evidenced by third party invoices for such furniture costs) and (ii) all or a portion of the Tenant Improvement Allowance for the tenant improvements being constructed by Tenant at premises owned by affiliates of Landlord and to be leased by Tenant located at 1003 – 1005 and 0000 Xxxxxxxx Xxxxxx, Menlo Park, California, subject to the terms of the leases between Tenant and such affiliates of Landlord. The Tenant Improvement Allowance shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Paragraph 4.C. of this Exhibit F. In addition to the foregoing, Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a progress payment request pursuant to the terms and conditions of Section 5.B. below prior to December 31, 2012 (time being of the essence). The costs to be paid out of the Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the Tenant Improvements depicted on the Approved Final Plansdesign, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars preparation, approval, planning, construction and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs installation of constructing the Tenant Improvements (the “Tenant Improvement AllowanceCosts”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose , including all of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.following:

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of $228,060.50 (which amount equals the sum of (i) the $74,745.00 tenant improvement allowance applicable to the Expansion Premises, and (ii) the $153,315.50 tenant improvement allowance applicable to the Modified Existing Premises (based upon 23,587 rsf)) for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Seventh Floor Premises (the “Tenant Improvements”). In no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge that Work Letter in a total amount which exceeds the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance will has been made available shall be used only for deemed Landlord’s property under the purpose terms of the work depicted in Lease, as amended hereby. In the Approved Working Drawings and event that Tenant fails to use the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The entire Tenant Improvement Allowance may only be utilized for hard costs of construction of on or before the date (the “Outside Date”) which is one hundred eighty days following the Expansion Premises Commencement Date, then any remaining balance shall revert to Landlord and Tenant Improvements and may not be used for furnitureshall have no further rights with respect thereto (whether as a Rent credit, fixtures, equipmentcash payment, or otherwise). Any used or unfunded portion The Outside Date shall be extended to the extent Tenant’s use of the Tenant Improvement Allowance shall be retained by Landlordis delayed as a result of a “Force Majeure”, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive as that term is defined in Section 26.03 of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Office Lease.

Tenant Improvement Allowance. Landlord shall pay cost associated with (a) Pursuant to the Tenant Improvements depicted on Existing Master Lease, Lessor agreed to make available to Lessee the Approved Final PlansImprovement Allowance. As of the Effective Date, an amount Lessor has advanced $3,854,180.35 of the Improvement Allowance, leaving a balance of $1,145,819.65 which may be funded. Lessee acknowledges and agrees that, as of the Effective Date, the Improvement Allowance Adjustment Amount (which is an annual amount) is $395,053.49. (b) In connection with this Amendment, Lessor has agreed to make available to Lessee an additional improvement allowance equal to $5,000,000.00 to be used for certain capital improvements to the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”)Facilities. Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will Such additional improvement allowance shall be used only for completion of capital improvements to the purpose Facilities which shall be approved and constructed in accordance with the terms and provisions of Paragraph 2 of the work depicted Second Amendment to Consolidated and Restated Master Lease dated as of June 25, 2005 (the “Second Amendment”). The term “Capital Improvements” as and where used in Paragraph 2 of the Approved Working Drawings Second Amendment shall be deemed to include such capital improvements. The additional $5,000,000.00 improvement allowance shall be requested and that disbursed in accordance with the Tenant provisions of Paragraph 3 of the Second Amendment. The term “Improvement Allowance”, as and all where used in Paragraph 3 of itthe Second Amendment, shall be utilized only deemed to include and refer to the additional $5,000,000.00 improvement allowance, except that such additional improvement allowance shall be available for Capital Improvements completed on or before June 30, 2008 and the final request for disbursement shall be no later than August 31, 2008. The Base Rent payable under the Existing Master Lease shall be increased by the Improvement Allowance Adjustment Amount for each disbursement of such additional $5,000,000.00 improvement allowance as provided in Paragraph 4 of the Second Amendment. In the event Lessor fails to pay Lessee any installment request for the benefit additional improvement allowance as provided in Paragraph 3 of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction Second Amendment, Lessee shall have the rights and remedies provided in Paragraph 4 of the Tenant Improvements Second Amendment and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion the provisions of Paragraph 4 of the Tenant Improvement Allowance Second Amendment shall be retained by Landlord, apply to Lessee’s exercise of such rights and without payment to Tenant, offset, deduction or otherwiseremedies. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease6.

Tenant Improvement Allowance. Landlord shall provide Tenant with a tenant improvement allowance of up to Two Hundred Sixty-Eight Thousand Four Hundred Fifteen Dollars ($268,415.00) (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 cost associated with for, furniture or trade fixtures or for any other purpose other than Refurbishing the Premises. Once Tenant Improvements depicted on has completed and paid for one or more particular Refurbishing projects, Landlord shall reimburse Tenant for the Approved Final Planscosts of such Refurbishing work, in an aggregate amount which is not to exceed the lesser ofRenewal TI Allowance, within thirty (30) days after Landlord’s receipt of the following: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or 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 Improvement Costs can request multiple draws upon the Renewal TI Allowance for multiple Refurbishing projects so long as the total amount of constructing all draws does not exceed the Tenant Improvements maximum Renewal TI Allowance of $268,415.00), (the “Tenant Improvement Allowance”). Landlord iii) final, unconditional lien releases from all contractors and Tenant agree material and acknowledge that the Tenant Improvement Allowance will be used only service providers who have provided materials and services for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceRefurbishing work, which lien releases comply with California Civil Code Section 3262(d), and all of it, (iv) such other documents and information as Landlord shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasereasonably request.

Tenant Improvement Allowance. Landlord Lessor shall pay cost associated with provide a tenant improvement allowance (“TI Allowance”) in the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) of Eighty-One Million Sixty Two Thousand Seven Four Hundred Twenty Fifty-Six Dollars and No Cents ($1,062,720.00); or (ii81,456.00) which shall be available to Lessee upon mutual execution of this Second Amendment. Any such improvements shall constitute Alterations under the Tenant Improvement Costs Lease and shall therefore be subject to all requirements of constructing the Tenant Improvements (the “Tenant Improvement Allowance”Paragraph 7.3(b). Landlord Notwithstanding the foregoing, any such improvements shall require Lessor’s consent, which shall not be unreasonably withheld. Lessee shall initially pay the costs of the improvements. Upon Lessee completing and Tenant agree paying for such improvements, Lessee shall submit to Lessor invoices reflecting the costs incurred by Lessee in connection with such improvements, and acknowledge shall also submit (if applicable to the 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 the Tenant Improvement Allowance have been constructed, or will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowanceconstructed, and all of it, per plans approved by Lessor. Lessee shall be utilized only responsible, at Lessee’s sole cost and expense, for complying with disability access laws (including but not limited to the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (iADA) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at in connection with any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to Alterations under this Lease., including the tenant improvements described herein. ​

Tenant Improvement Allowance. Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two contribute up to Three ---------------------------- Hundred Ninety Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or 390,000) (ii) the "Tenant Improvement Costs Allowance") to the actual cost of constructing the Tenant Improvements (the “"Tenant Improvement Cost"). In addition, at the request of Tenant, Landlord shall contribute an additional amount of up to One Hundred Forty Thousand Dollars ($140,000) (the "Additional Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that ") to the Tenant Improvement Allowance will be used only for Cost. Tenant shall pay the purpose cost of constructing the work depicted in Tenant Improvements up to a maximum amount equal to the difference between the Approved Working Drawings Tenant Improvement Cost and that the sum of the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit so much of the Premises. The Additional Tenant Improvement Allowance may only be utilized for hard costs as Tenant requests Landlord to provide ("Tenant's Contribution") in accordance with the provisions of construction Paragraph 9 hereof. Tenant shall reimburse to Landlord the entire Additional Tenant Improvement Allowance either: (i) within thirty (30) days of substantial completion of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion following receipt of a statement from Landlord setting forth in reasonable detail the application of the Additional Tenant Improvement Allowance, or, (ii) through an increase in Base Monthly Rent equal to Twenty-One and 25/100 Dollars ($21.25) for each One Thousand Dollars ($1,000) of the Additional Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseapplied as set forth herein.

Tenant Improvement Allowance. Landlord’s architect shall design the Former MLS Space and the Building Lobby to Tenant’s specifications and then price out the proposed tenant improvements. Landlord shall pay will communicate to Tenant the total estimated cost associated with of the proposed tenant improvements, including design cost. Landlord will provide Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand a tenant improvement allowance of Seven Hundred Twenty Thousand Dollars and No Cents ($1,062,720.00); or (ii720,000.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “TI Allowance”) for use until December 31, 2019. Tenant Improvement acknowledges and agrees that Twenty- one Thousand Eight Hundred Dollars ($21,800.00) of such TI Allowance has already been expended by Landlord for certain work performed on the second floor of the Building (including design costs) at Tenant’s request prior to the commencement of the term of this Lease, and that the remaining balance of the TI Allowance is Six Hundred Ninety-eight Thousand Two Hundred Dollars ($698,200.00) (the “Remainder of the TI Allowance”). Landlord and Tenant agree and acknowledge that In the Tenant Improvement Allowance will be used only for event the purpose total estimated cost of the work depicted in proposed improvements exceeds the Approved Working Drawings and that Remainder of the Tenant Improvement TI Allowance, and all of it, Tenant shall be utilized only for either modify its specifications to reduce the benefit estimated cost of the Premisesproposed improvements or inform Landlord, in writing, of Tenant’s desire to have the tenant improvements constructed in accordance with Tenant’s original specifications. The In the latter event Tenant Improvement shall deposit with Landlord the amount by which the estimated cost of the tenant improvements exceeds the Remainder of the TI Allowance may only be utilized for hard costs of and any additional amount previously paid by Tenant (the “Additional Amount”). Landlord shall engage Landlord’s general contractor to complete the construction of the Tenant Improvements improvements in accordance with the Work Letter attached hereto as Exhibit “D” and may not be used for furniture, fixtures, equipment, or otherwisemade a part hereof. Any used or unfunded portion of the Tenant Improvement Allowance Landlord shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive paid a construction management fee of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five three percent (1053%) of the Cost Overagetotal cost of the tenant improvement work out of the Remainder of the TI Allowance. In Tenant shall be responsible for any costs incurred by Landlord for such eventimprovements (including the construction management fee) in excess of the sum of the Remainder of the TI Allowance and any Additional Amount previously paid by Tenant. Tenant shall be permitted to use up to Seventy-five Thousand Dollars ($75,000.00) of the Remainder of the TI Allowance for Tenant’s fixtures, furniture and equipment (“FF&E”). Promptly following completion of the parties tenant improvements in accordance with the Work Letter, and upon delivery to Tenant of reasonable written evidence of the total actual costs incurred by Landlord to complete the tenant improvements, Tenant shall enter into an escrow agreement substantially reimburse Landlord for its actual costs incurred in excess of the form sum of Exhibit L the Remainder of the TI Allowance and any Additional Amount advanced by Tenant as required above. If Tenant elects to this Leaseuse a portion of the Remainder of the TI Allowance to acquire up to Seventy-five Thousand Dollars ($75,000.00) of FF&E, Tenant shall deliver to Landlord reasonable written evidence of the total actual costs incurred by Tenant for such FF&E, and Landlord shall reimburse Tenant for such FF&E costs, up to a maximum of Seventy-five Thousand Dollars ($75,000.00), provided in no event shall Landlord be obligated to pay more than Six Hundred Ninety-eight Thousand Two Hundred Dollars ($698,200.00) for the tenant improvements and Tenant’s FF&E. If Landlord completes the construction of the tenant improvements and reimburses Tenant for up to Seventy-five Thousand Dollars ($75,000.00) of FF&E at a total cost less than the Remainder of the TI Allowance, Landlord shall have no liability to Tenant for any remaining portion of the TI Allowance. Further, Landlord shall have no liability to Tenant for any portion of the TI Allowance not utilized by Tenant for tenant improvements to the Premises or FF&E, as provided hereinabove, on or before December 31, 2019.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”") in the amount of Thirty-Three and 80/100 Dollars ($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 Five and 80/100 Dollars ($5.80) per rentable square foot of the Initial Premises may be applied toward the payment of any fee due Tenant's leasing advisor, Ernst & Young, arising from Ernst & Young's representation of Tenant in connection with the leasing of the Premises ("Broker's Fees"). In no event shall Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted obligated to make disbursements pursuant to this Agreement in the Approved Working Drawings and that a total amount which exceeds the Tenant Improvement Allowance. In addition, and all of it, Tenant shall be utilized only entitled to a one-time tenant improvement allowance in the amount of ($33.40) for each rentable square foot of the benefit 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 applied toward the payment of any fee due Tenant's leasing advisor, Ernst & Young, arising from Ernst & Young's representation of Tenant in connection with the leasing of the Expansion Premises ("Broker's Fees"). In no event shall Landlord be obligated to make disbursements pursuant to this Agreement in a total amount which exceeds the Tenant Improvement Allowance. Notwithstanding the foregoing, if Tenant, breaches its obligations under Paragraph 12(b) of the Lease with respect to any portion of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtureswithout limiting Landlord's remedies as set forth elsewhere in this Lease, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment not apply to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive such portion of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeasePremises.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: be entitled to tenant improvement allowances (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the each a “Tenant Improvement Allowance”) for various portions of the Premises in accordance with the table set forth below for the costs relating to the design (including consultant and project management fees). Landlord , permitting, and Tenant agree and acknowledge that construction of Tenant’s improvements which are affixed to the portion of the Premises for which the Tenant Improvement Allowance will be used only for pertains (as applicable, the purpose of “Tenant Improvements”), including the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The “Tenant Improvement Allowance may only Items,” as that term is defined in Section 1.2(a) below, and “FF&E” as defined, and subject to the limitation specified below, in this Section 1.1. Except as provided in Sections 1.2( d) and 1.2(f), and in no event shall Landlord be utilized obligated to make disbursements pursuant to this Tenant Work Letter for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings Premises in a total amount which exceeds the Tenant Improvement Allowance (exclusive for such portion of the Cabling Installation); or (ii) at any time the cost Premises. Portion of construction of the Tenant Improvements is expected to exceed the Premises Tenant Improvement Allowance Phase I Premises Thirty Dollars (regardless $30.00) per square foot of whether due to changes in the Approved Working DrawingsRentable Area, change ordersof which Ten Dollars ($10.00) per square foot of Rentable Area may be used for Tenant’s furniture, increases in costsfurnishings, or otherwise) fixtures, and equipment installed by Tenant, including, but without limitation, art, indoor and outdoor furniture, plants, and Sports Court equipment (collectively a collectively, “Cost OverageFF&E”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent . Phase II Premises Thirty Dollars (105%$30.00) per square foot of the Cost Overage. In such eventRentable Area, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.which Ten Dollars ($10.00) per square foot of Rentable Area may be used for FF&E. 6210 Expansion Premises (if any) Twenty-Five Dollars ($25.00) per square foot of Rentable Area, of which Ten Dollars ($10.00) per square foot of Rentable Area may be used for FF&E.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that ) in the Tenant Improvement Allowance will be used only for the purpose amount of up to, but not exceeding One Hundred Sixty-Seven Dollars ($167.00) per rentable square foot of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowancePremises (i.e., and all of it, shall be utilized only for the benefit 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. The ), to help Tenant Improvement Allowance may only be utilized pay for hard the costs of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements and may not be used for furnitureImprovements”); provided, fixtureshowever, equipment, that Landlord shall have no obligation to disburse all or otherwise. Any used or unfunded 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 be retained by Landlordhave 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 without payment as consideration for Landlord providing such Additional Allowance to Tenant, offsetthe 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, deduction 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 otherwisethis 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. To In addition, in no event shall the extent that: 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) the bid obtained based on the Approved Working Drawings exceeds an amount up to One Million Four Hundred Thousand Dollars ($1,400,000.00) of the Tenant Improvement Allowance (exclusive but not the Additional Allowance) may be used for (i) cabling, furniture, 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 (collectively, the “Tenant Costs”), which shall be disbursed by Landlord within thirty (30) days of the Cabling Installationexecution 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); or , and (ii) at Four Hundred Fourteen Thousand Seven Hundred Thirty-Six Dollars ($414,736.00) may be used as a credit toward the 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 time the cost of construction credit for any unused portion of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseAdditional Allowance.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”). Landlord ) in the amount of up to, but not exceeding $5.00 per useable square foot of the 2nd and Tenant agree 3rd Floor Space and acknowledge that the Tenant Improvement Allowance will be used only $10.00 per useable square foot for the purpose of the work depicted 1st Floor Space ($386,220 in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only aggregate for the benefit Premises), for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the PremisesPremises (the “Tenant Improvements”). The Tenant Improvement Allowance may only be utilized by Tenant pursuant to the terms of this Tenant Work Letter for hard costs of construction of the Tenant Improvements and may not be used for furniturepermissible expenditures or rent abatement, fixturesif applicable, equipmentoccurring prior to April 30, or otherwise2008. Any used or unfunded portion At Tenant’s election, up to fifty percent (50%) of the Tenant Improvement Allowance shall may be retained by Landlordused for Tenant’s costs relating to IT, furniture, telecommunications, and without payment moving costs, and up to fifty percent (50%) may be used as a credit against Tenants obligation to pay Base Rent. Irrespective of Tenant’s use of the Tenant Improvement Allowance, offset, deduction or otherwise. To the extent that: whether used (i) for Tenant Improvements, (ii) up to fifty percent (50%) used for IT, furniture, telecommunications, moving costs, and/or (iii) up to fifty percent (50%) used as a credit against Base Rent, the bid obtained based on utilization or application of the Approved Working Drawings Tenant Improvement Allowance must have occurred no later than April 30, 2008. After April 30, 2008, Tenant shall have-no-right in or to the unused portion of the Tenant improvement Allowance. 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 (exclusive or obligated to make disbursements for expenditures which occur after April 30, 2008. Tenant shall be entitled to a maximum amount of $193,110 credit against its obligation to pay Base Rent or may use up to $193,110 for costs incurred by Tenant in conjunction with the Premises and related to IT, furniture, telecommunications and/or moving costs(“Alternate TI Use Error! Bookmark not defined.”). If Tenant desires to utilize the Alternate TI Use, Tenant shall notify Landlord of Tenant’s election in writing, together with all backup documentation sufficient in Landlord’s reasonable determination, evidencing such expenditures, no later than March 1, 2008. For purposes of this Section 2.1, “IT” shall include the hardware, software and infrastructure of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseTenant.

Tenant Improvement Allowance. Tenant, shall be entitled to a one-time tenant improvement allowance (the "Tenant Improvement Allowance") in the total amount of Five Hundred Forty- Seven Thousand Twenty-Six and 00/100 Dollars ($547,026.00) (i.e. $34.00 per rentable square foot of the Premises) for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises including without limitation, the Equipment and the Generator, as such terms are defined in Section 6.4 of the Lease and any of the conduit or fuel lines described in Section 6.5 or Section 6.6 of the Lease (the "Tenant Improvements"). In no event shall Landlord shall pay cost associated with the be obligated to make disbursements pursuant to this Tenant Improvements depicted on the Approved Final Plans, an Work Letter in a total amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) exceeds the Tenant Improvement Costs Allowance. Notwithstanding anything to the contrary set forth above. Tenant may also use up to Eighty Thousand and 00/100 Dollars ($80,000.00) of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for any so-called "soft costs" relating to Tenant's occupancy of and move into the Premises. For purposes of this Tenant Work Letter, "soft costs" shall mean costs associated with (i) acquiring and/or connecting computers for the purpose 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 work depicted 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 Approved Working Drawings 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, and all of it, shall be Allowance is not utilized only for the benefit purposes set forth above then the amount of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded unutilized portion of the Tenant Improvement Allowance shall be retained credited against the Rent first payable by Landlord, and without payment to Tenant, offset, deduction or otherwise. To Tenant under the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall pay cost associated to Tenant, in accordance with the Tenant Improvements depicted on the Approved Final Plansthis Section 1.3, an amount which is not to exceed the lesser of: sum of (iA) One Million Sixty Two Thousand Seven Hundred Twenty Dollars $49,005.00 (i.e., $5.00 per rentable square foot of the 3rd Floor Premises multiplied by 9,801 rentable square feet) and No Cents (B) $1,062,720.00); or 32,343.00 (iii.e., ten percent (10%) of the Tenant Improvement Costs of constructing the Tenant Improvements commission due to Tenant’s Broker) (collectively, the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose , provided as of the work depicted date on which Landlord is required to make any payment or credit thereof, (i) this Lease is in the Approved Working Drawings full force and that the Tenant Improvement Allowanceeffect, and all of it, shall be utilized only for the benefit of the Premises(ii) no default by Tenant then exists. The Tenant Improvement Allowance may only shall be utilized for hard payable on account of costs of construction labor, fixtures, equipment and consultant fees (which fees shall not exceed $1,470.15, i.e., $0.15 per rentable square foot of the 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. Except as expressly set forth below, Tenant shall not be entitled to receive any portion of the Tenant Improvements Improvement Allowance not actually expended by Tenant pursuant to the immediately preceding sentence. Landlord shall make payments, from time to time but not more frequently than once per month, of any applicable portion of the Tenant Improvement Allowance to Tenant within thirty (30) days after submission by Tenant to Landlord of a written requisition therefor, signed by the chief financial officer of Tenant and accompanied by (A) copies of paid invoices covering Tenant’s performance of all Alterations theretofore approved by Landlord in accordance with Article 8 below, (B) 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 waivers and releases of lien with respect to such work (copies of which shall be 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 Alterations performed by Tenant, and (E) such other documents and information as Landlord may not be used for furniturereasonably request. Tenant shall pay all costs of any Alterations in excess of the Tenant Improvement Allowance. As of October 1, fixtures2010, equipment, or otherwise. Any used or unfunded any unexpended portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment applied as a credit against the monthly Base Rent attributable to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether 3rd Floor Premises only otherwise due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L pursuant to this Lease.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with be entitled to a one-time improvement allowance (the “Fixturization Allowance”) in the amount of $8 per RSF of the Premises (i.e., $637,400.00) for costs relating to moving or relocation expenses, data/cabling, or furniture, fixtures or equipment. In addition to the Fixturization Allowance, Tenant Improvements depicted on the Approved Final Plansshall be entitled to a one-time additional allowance, an amount which is the lesser of: may be requested periodically by Tenant for (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); costs required to be paid by Tenant under this Tenant Work Letter, or (ii) costs of “Alterations” performed in the Premises by Tenant Improvement Costs from time to time prior to the second (2nd) anniversary of constructing the Tenant Improvements full execution and delivery of this Lease, of up to $28.00 per RSF of the Premises (i.e., up to $2,230,900.00) (the “Tenant Additional Improvement Allowance”). Landlord and Tenant agree and acknowledge ; provided, however, that up to but no more than $12 per RSF of the Tenant Premises of the Additional Improvement Allowance will (i.e., not more than $956,100.00) may be used only by Tenant for costs relating to moving or relocation expenses, data/cabling, or furniture, fixtures or equipment. In the purpose event Tenant exercises its right to use all or any portion of the work depicted in the Approved Working Drawings and that the Tenant Additional Improvement Allowance, and all of it, the monthly Base Rent for the Premises for the initial Lease Term shall be utilized only for increased by an amount equal to the benefit of the Premises“Additional Monthly Base Rent,” as that term is defined below. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance “Additional Monthly Base Rent” shall be retained by Landlorddetermined as the missing component of an annuity, and without payment to Tenant, offset, deduction or otherwise. To the extent that: which annuity shall have (i) the bid obtained based on amount of the Approved Working Drawings exceeds the Tenant Additional Improvement Allowance (exclusive of utilized by Tenant as the Cabling Installation); or present value amount, (ii) at any time the cost number of construction months remaining in the Lease Term as the number of payments, (iii) 9% as the annual interest factor, and (iv) the Additional Monthly Base Rent as the missing component of the annuity. At Landlord’s option, Landlord and Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow amendment to this Lease memorializing the applicable Base Rent increase(s) attributable to such Additional Monthly Base Rent amount payable by Tenant hereunder. Following Tenant’s election to use all or any portion of the Additional Improvement Allowance, Landlord and Tenant shall enter into an agreement substantially in the form of Exhibit L Schedule 2 to this Lease.Exhibit B in order to document the amount of the Additional Monthly Base Rent. EXHIBIT B

Tenant Improvement Allowance. Landlord shall pay cost associated with the and Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars hereby acknowledge and No Cents ($1,062,720.00); or (ii) agree that the Tenant Improvement Costs (defined in Section 9 below) for the Tenant Improvements, based upon the Initial Plans approved by Landlord and Tenant in accordance with the provisions of constructing 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 more than twenty-five percent (25%), 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 Allowance”Costs (defined in Section 10 below). ; (c) Tenant to provide to Landlord and evidence satisfactory to Landlord, in its sole discretion, that Tenant agree and acknowledge that 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 will be used only for the purpose of the work depicted (defined in the Approved Working Drawings and that Section 10 below); provided, however, in no event or circumstance shall the Tenant Improvement AllowanceCosts 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 all 00/100 Dollars ($20.00) per rentable square foot for 35,800 square feet of itthe Premises which is to be improved, as described in the Initial Plans. Subject to the foregoing, Landlord shall be utilized only provide an allowance for the benefit 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") based upon an allowance of Twelve and 00/100 Dollars ($12.00) per rentable square foot for 35,800 square feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. Tenant shall not be entitled to any credit, 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 may shall only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwisetenant improvements typically installed by Landlord in office/R&D buildings. Any used or unfunded portion of the The Tenant Improvement Allowance shall be retained the maximum contribution by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Landlord for the Tenant Improvement Allowance (exclusive Costs and shall be subject to the provisions of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 10 below.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding Fifty-Five Dollars ($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 Nine Hundred Eighty-Four Thousand One Hundred Fifteen Dollars ($984,115.00)), based on 17,893 usable square feet), as well as an Additional Allowance (the “Additional Allowance” in an amount equal to Eighty Thousand Dollars ($80,000.00) for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). Landlord and In the event the costs of the Tenant agree and acknowledge that Improvements exceed the Tenant Improvement Allowance will be used only for and the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Additional Allowance, and all Tenant shall pay fifty percent (50%) of itsuch amount to Landlord in cash, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of prior to construction of the Tenant Improvements and may Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such excess costs to Landlord as provided below, to receive a one-time additional tenant improvement allowance to pay for such excess costs (the “Optional Allowance”) in the amount not to exceed Ten Dollars ($10.00) per usable square foot of the Premises to pay for the remaining fifty percent (50%) of such costs 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 One Hundred Seventy-Eight Thousand Nine Hundred Thirty Dollars ($178,930.00) based on 17,893 usable square feet). In the event Tenant exercises such option and as consideration for Landlord providing such Optional Allowance to Tenant, the Monthly Basic Rent payable by Tenant throughout the entire sixty-four (64) month Lease Term (“Amortization Period”) shall be 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 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 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 foregoing provisions of this Section 2.1 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Sections 18 and 19 of the 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 used entitled to receive any cash payment or credit against rent or otherwise for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Allowances which is not used to pay for the Tenant Improvement Allowance shall be retained by LandlordItems (as such term is defined below). EXHIBIT “C” TXXXXX XXXXX COURT, and without payment to TenantLA JOLLA [Orexigen Therapeutics, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.Inc.]

Tenant Improvement Allowance. Landlord shall pay will contribute to the cost associated with of performing the Tenant Improvements Improvement Work, as depicted on the Approved Final Tenant Improvement Plans, an amount which is to the extent of the lesser of: of (ia) One Million Five Hundred Sixty Two Thousand Seven Hundred Twenty and No/100 Dollars and No Cents ($1,062,720.00); 1,560,000.00) (calculated at the rate of $26.00 per rentable square foot in Building 4) or (iib) the Tenant Improvement Costs of constructing actual cost for such work as set forth in the Tenant Improvements TI Contract (the “Tenant Improvement Allowance”"TENANT IMPROVEMENT ALLOWANCE"). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs increased, upon written request by Tenant, by a maximum of construction Six Hundred Thousand and No/100 Dollars ($600,000.00) (calculated at the rate of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise$10.00 per rentable square foot in Building 4). Any used or unfunded portion of such increase in the Tenant Improvement Allowance shall be retained fully amortized over the Term, as extended by Landlordthis Amendment, at seven percent (7%) per annum and without payment to payable by Tenant, offsetas additional rent, deduction or otherwisetogether with Tenant's monthly payment of Base Rent. To For example, if Tenant uses the extent that: (i) entire $10.00 per rentable square foot and Building 4 is deemed to contain 60,000 rentable square feet, the bid obtained based on the Approved Working Drawings exceeds amount payable by Tenant would be $6966.51 per month. Tenant shall pay all costs in excess of the Tenant Improvement Allowance (exclusive as the same may be increased as set forth above, i.e. all Tenant Improvement costs in excess of $36.00 per rentable square foot in Building 4) for the Cabling Installation); or (ii) at any time the cost of design and construction of the Tenant Improvements is expected ("TENANT'S CONTRIBUTION"), as established by the TI Contract. Tenant shall pay Tenant's Contribution to exceed Landlord upon the Amendment Commencement Date. During the construction of the Tenant Improvements, Landlord shall make disbursements of the Tenant Improvement Allowance (regardless and Tenant's Contribution, if applicable) for the benefit of whether due 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 changes in the Approved Working Drawingspayment or reimbursement of: (i) Tenant's costs of preparing the Space Plans, change orders, increases in the Final Plans and the Tenant Improvement Plans; (ii) payments to the TI Contractor; (iii) costs of obtaining building permits for the Tenant Improvements; (iv) the Building 4 Relocation Costs; and (v) other documented costs of labor and materials incorporated into the Tenant Improvements (including cabling costs, or otherwise) (collectively a “Cost Overage”but excluding free-standing furnishings, fixtures, equipment and other personal property); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Tenant shall be entitled to receive from Landlord a one-time tenant improvement allowance (the "Tenant Improvement Allowance") in the amount of up to, but not exceeding Two Hundred Twenty-Five Dollars ($225.00) per rentable square foot 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 (collectively, 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 Eighty‑Two Thousand Four Hundred Dollars ($1,182,400.00) based on 47,296 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 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 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 associated with of the Tenant Improvements depicted on pursuant to this Tenant Work Letter in a total amount which exceeds the Approved Final PlansAllowances. The Allowances may only be used for permanently affixed improvements to the Premises; provided, however, that an amount which is the lesser of: (i) not to exceed One Million Sixty‑Four Thousand One Hundred Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii1,064,160.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will (but not the Additional Allowance) may be used only utilized by Tenant for (i) the purchase and installation of furniture, fixtures and equipment for the purpose 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 work depicted in Allowances existing as of the Approved Working Drawings and date that is twenty-four (24) months after the Tenant Improvement AllowanceLease Commencement Date shall be the sole property of Landlord, and all of it, shall be utilized only for the benefit Landlord will have no obligation to disburse any amount of the PremisesAllowances after such date. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may shall not be used entitled to receive any cash payment or credit against Rent or otherwise for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment which is not used to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds pay for the Tenant Improvement Allowance Items (exclusive of the Cabling Installationas defined below); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall pay cost associated with the provide to Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) Expansion Premises Tenant Improvement Allowance of One Million Sixty Two Eight Hundred Fifty-Seven Thousand Seven Hundred Twenty Eighty and 00/100 Dollars and No Cents ($1,062,720.00); or 1,857,780.00) (ii) the Tenant Improvement Costs i.e., $60.00 per square foot of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted Rentable Area in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Expansion Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not ) to be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Expansion Premises Tenant Improvements as set forth in the Work Letter attached hereto as Exhibit B. The Expansion Premises Tenant Improvement Allowance shall be retained reduced by the “Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that’s Work Reimbursement Amount” consisting of an amount equal to: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive 9.76% of the Cabling Installation); or costs associated with the purchase and installation of the 2000 KW Generator, enclosure and related fuel tank and transfer switch (collectively, the “Generator”) installed by Landlord, (ii) 9.76% of the costs associated with the construction of a shipping/loading area for the Building by Landlord (the “Shipping/Loading Access”), and (iii) 3.25% (Tenant’s Lot 1 Share) of the costs associated with Landlord’s construction and installation of parking gates at any time 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 the amount of Three Thousand Ninety-Six and 30/100 Dollars ($3,096.30) to be used toward the cost of construction preparing a “test-fit” of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, Expansion Premises by either Landlord’s or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseTenant’s architect at Tenant’s election.

Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount of up to, but not exceeding Thirty One Dollars ($31.00) per rentable square foot of the Premises (i.e., up to Four Million Nine Hundred Twenty-One Thousand Two Hundred Eighty-One and 00/100 Dollars ($4,921,281.00) based on 158,751 rentable square feet of the Premises), for the costs relating to the initial design and construction of Tenant's improvements which are to be affixed to the 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 Premises; provided, however, that Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); have no obligation to disburse all or (ii) the Tenant Improvement Costs any portion of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will 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 used only obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in excess of $3,658,465.00 for the purpose 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 work depicted in the Approved Working Drawings and that Lease, then the Tenant Improvement Allowance, and all of it, Allowance shall be utilized limited to the First Phase Premises only for the benefit and therefore reduced to a maximum of the Premises$3,658,465.00. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded No portion of the Tenant Improvement Allowance shall be retained by Landlorddisbursed 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, and without Tenant shall not be entitled to receive any cash payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds 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 (exclusive as 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 or any part thereof if (i) 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 Cabling Installation); Premises, or (ii) at 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 provide Tenant with any time funds or allowances with respect to the cost of construction Tenant Improvements or Premises, and all costs associated with the design, construction, or any other aspect of the Tenant Improvements is expected to exceed or Premises in excess of the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawingsshall be borne and paid for solely by Tenant without any credit, change orders, increases in costs, reimbursement or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseother compensation from Landlord.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding One Hundred Forty Dollars ($140) per rentable square foot of the Premises (i.e., up to Two Million One Hundred Seventy-Three Thousand Six Hundred Forty Dollars ($2,173,640). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only , for the purpose of costs relating to the work depicted in the Approved Working Drawings initial design and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements Improvements”), which costs may include the cost of an inspection and may not be used for furniturereport covering the Premises by a Certified Access Inspection specialist provided, fixtureshowever, equipment, that Landlord shall have no obligation to disburse all or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes one or more requests for disbursement pursuant to the terms and conditions of Section 2.2 below prior to July 31, 2021. In no event shall Landlord be retained by Landlord, and without payment obligated to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings make disbursements pursuant to this Work Letter in a total amount which exceeds the Tenant Improvement Allowance (exclusive Allowance. Following the disbursement of the Cabling InstallationTenant Improvement Allowance as contemplated by Section 2.2 below, Tenant shall be entitled to receive a credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance [up to $5 per rentable square foot of the Premises (i.e., $77,630); or ] which is not used to pay for the Tenant Improvement Allowance Items (ii) as such term is defined below). Tenant’s right to receive a credit against Rent is capped at any time the cost sum of $77,630. Any unused portion of the Tenant Improvement Allowance in excess of the capped credit sum shall belong to Landlord. Tenant shall be solely liable for all costs associated with the design and construction of the Tenant Improvements is expected to exceed in excess of the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseAllowance.

Tenant Improvement Allowance. Landlord (a) Tenant shall pay cost associated with be entitled to a one-time Tenant allowance in the Tenant Improvements depicted on the Approved Final Plansamount of up to, an amount which is the lesser of: but not exceeding, $1,035,552.00 (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord , for the costs relating to the initial design and construction of the Tenant agree and acknowledge Improvements; provided, however, that Tenant may only utilize up to $369,840 of the Tenant Improvement Allowance will be used only for the purpose purchase and installation of Movable Improvements, and up to $73,968 of the work depicted Tenant Improvement Allowance for the installation of cabling within the Premises. In no event shall Landlord be obligated to make disbursements with respect to the Tenant Improvements pursuant to the Lease in a total amount which exceeds the Tenant Improvement Allowance and in the Approved Working Drawings and event that the total cost of the Tenant Improvements shall exceed the Tenant Improvement Allowance, and all of it, then Tenant shall be utilized only solely and exclusively responsible for the benefit of the Premisessuch excess costs. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the All Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of which the Tenant Improvement Allowance has been made available shall be retained deemed Landlord’s property under the terms of the Lease and shall revert to Landlord upon termination of the Lease for any reason, it being understood and agreed that Tenant shall have no ownership interest whatsoever in the Tenant Improvements; provided, however that, at Landlord’s election, to be made any time before the expiration of the Lease, Tenant shall, at its sole cost and expense, remove all Communications Equipment (or such portions thereof required by Landlord, ) and without payment shall restore the Designated Areas (as defined below) to Tenant, offset, deduction or otherwisethe condition they were prior to the installation of the Communications Equipment. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Any unused portion of Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected shall not be disbursed to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseTenant.

Tenant Improvement Allowance. Notwithstanding any contrary provision of this Agreement requiring Tenant to bear all costs of the Improvements, Landlord shall agrees to pay cost associated costs and expenses incurred (including reimbursement to Tenant for its costs and expenses) in connection with the design and construction of any Improvements (including, without limitation, all costs and expenses of plans, permits, licenses and approvals, demolition expenses, and the Supervision Fee), designed and constructed pursuant to this Agreement (collectively, "Tenant Improvements depicted on Improvement Costs") up to the Approved Final Plans, an aggregate amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents of five hundred twenty-one thousand two hundred thirty dollars ($1,062,720.00521,230) (based upon ten dollars ($10.00) per square foot of Net Rentable Area of the Leased Premises) (the "Tenant Improvement Allowance"); or (ii) the . The Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”)shall not include costs incurred by Landlord or its agents in reviewing and approving Space Plans, Working Drawings, Engineering Drawings and Plans. Landlord and Tenant agree and acknowledge that such Tenant Improvement Allowance may be used for the construction of the Improvements; provided, however, in no event shall the Tenant Improvement Allowance will be used only to pay for the purpose Tenant's personal property, equipment, furniture, fixtures (including, without limitation, work stations), telephone equipment or cabling, computer equipment or cabling, or any similar items, regardless of whether or not such items are affixed to or built inside interior partitions of the work depicted in Leased Premises or the Approved Working Drawings and Sublease Premises. Furthermore, Tenant agrees that it shall have no right to the balance of the Tenant Improvement Allowance, and all of itLandlord shall have no further obligation to pay any costs or expenses for any Improvements, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furnituremade or constructed after December 31, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease1998.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one- ---------------------------- time tenant improvement allowance (the “"Tenant Improvement Allowance”") in the amount of One Million Eighty-Seven Thousand Three Hundred Eighty Dollars ($1,087,380.00), which is equal to Five Dollars ($5.00) per usable square foot of the Premises 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), plus 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 the costs relating to the design and construction of Tenant's improvements which are permanently affixed to the Premises, including the Must- Take Space (the "Tenant Improvements"). Notwithstanding anything to the contrary set forth herein, Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded obligated to disburse any portion of the Tenant Improvement Allowance allocable to 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 exclusive of the 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 ($978,190). In no event shall Landlord be retained by Landlord, and without payment obligated to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at Allowance. Further, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter for any time the cost of construction unused portion of the Tenant Improvements is expected Improvement Allowance. Tenant shall be entitled to exceed apply the Tenant Improvement Allowance to costs incurred for any portion of the Premises, 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 utilized by Tenant by December 31, 1998 (regardless or the date twelve (12) months after the applicable Must-Take Space Rent Commencement Date with respect to Suites 100 and 150 of whether due Must-Take Space II), shall revert to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Landlord and Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) receive no credit for any unused portion of the Cost OverageTenant Improvement Allowance. In such event, All Tenant Improvements for which the parties Tenant Improvement Allowance has been made available shall enter into an escrow agreement substantially in be deemed Landlord's property under the form terms of Exhibit L to this Section 8.5 of the Lease.. -----------

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with be entitled to a one-time tenant improvement allowance in the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: of (i) One Million Sixty Two Thousand Seven Hundred Twenty $358,060.00 with respect to the Building F Premises and the Building A Premises (i.e., Five Dollars and No Cents ($1,062,720.00); or (ii5.00) per rentable square foot of the Tenant Improvement Costs Premises multiplied by 71,612 rentable square feet of constructing the Tenant Improvements Building F Premises and the Building A Premises) (the “Existing Premises Tenant Improvement Allowance”), and (ii) Five Dollars ($5.00) per rentable square foot of the Substitute Premises (which includes the Building B Substitute Premises and the Building D Substitute Premises), which final amount shall be calculated once the rentable square footage of the Building B Substitute Premises has been determined pursuant to Section 2.1 of the Fourth Amendment) (the “Substitute Premises Tenant Improvement Allowance” and, collectively with the Existing Premises Tenant Improvement Allowance, the “Tenant Improvement EXHIBIT B Allowance”), for the costs relating to the design and construction of Tenant’s improvements, which are permanently affixed to the Premises (the “Tenant Improvements”). In no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge that Work Letter in a total amount which exceeds the Tenant Improvement Allowance. As more particularly set forth in Section 8.5 of the Original Lease, all Tenant Improvements for which the Tenant Improvement Allowance will has been made available shall be used only for deemed Landlord’s property under the purpose terms of the work depicted in the Approved Working Drawings Lease. Tenant hereby acknowledges and agrees that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded any unused portion of the Tenant Improvement Allowance remaining as of May 31, 2014, shall be retained by Landlord, revert to Landlord and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasehave no further right thereto.

Tenant Improvement Allowance. Landlord shall Pursuant to the terms of the Lease, Seller, as landlord, is obligated to pay cost associated with to Buyer, as tenant, a tenant improvement allowance (the "Tenant Improvements depicted on Improvement Allowance") in the Approved Final Plansamount 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, an amount which is Buyer, as tenant, and Seller, as landlord, hereby agree that, notwithstanding anything to the lesser of: contrary contained in the Lease, (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) in the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge event that the Tenant Improvement Allowance will be used only for the purpose transfer of the work depicted in Property from Seller to Buyer is not consummated due to a default by Buyer under this Agreement, the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion amount of the Tenant Improvement Allowance shall be retained reduced by Landlord, Five Hundred Thousand Dollars ($500,000.00) (the "Liquidated Damages Amount") and without payment Seller shall be entitled to Tenant, offset, deduction or otherwise. To retain the extent that: Liquidated Damages Amount as liquidated damages pursuant to Section 5.3 below and (iii) the bid obtained based on the Approved Working Drawings exceeds Buyer's entitlement to receive the Tenant Improvement Allowance shall be deferred until (exclusive A) the termination of this Agreement or thirty (30) days after Close of Escrow (whichever is first to occur) and (B) Buyer's satisfaction of all of the Cabling Installation); or (ii) at any time the cost of construction conditions precedent set forth in Section VI.B of the Work Letter, attached as Exhibit C to the Lease, regarding Seller's obligation to pay to Buyer the Tenant Improvements Improvement Allowance. In the event that the transfer of the Property from Seller to Buyer is expected not consummated due to exceed any reason other than a default by Buyer under this Agreement, the amount of the Tenant Improvement Allowance shall be One Million Eight Hundred Forty-Five Thousand Dollars (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”1,845,000.00); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall Buyer acknowledges that Seller is assigning to Buyer all of its obligations under the Lease, including, without limitation, the obligation to pay cost associated with to the tenant under the Lease the Tenant Improvements depicted on Improvement Allowance in the Approved Final Plansamount of One Million Eight Hundred Forty-Five Thousand Dollars ($1,845,000.00). There shall be no adjustment to the Purchase Price as the result of Xxxxx's assumption of Seller's obligation to pay the outstanding Tenant Improvement Allowance to the tenant under the Lease. Deferred Exchange. Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (the "Exchange") pursuant to Section 1031 of the Internal Revenue Code of 1986, an amount which is the lesser of: as amended, provided that (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00)Close of Escrow shall not be delayed or affected by reason of the Exchange, nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to either party's obligations under this Agreement; or (ii) the Tenant Improvement Costs party electing to consummate this transaction as part of constructing the Tenant Improvements an Exchange (the “Tenant Improvement Allowance”)"Electing Party") shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the other party (the "Accommodator") shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of consummating the Exchange; and (iv) at Close of Escrow the Electing Party shall pay any additional costs that would not otherwise have been incurred by the Accommodator had the Electing Party not consummated this transaction through the Exchange. Landlord and Tenant agree and acknowledge The Accommodator shall not by this Agreement or acquiescence to the Exchange proposed by the Electing Party have its rights under this Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have warranted to the Electing Party that the Tenant Improvement Allowance will be used only for the purpose Exchange in fact complies with Section 1031 of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceInternal Revenue Code of 1986, and all of it, shall be utilized only for the benefit of the Premisesas amended. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based [No further text on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasepage.]

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with be entitled to a one-time tenant improvement allowance (the "Tenant Improvements depicted on Improvement Allowance") in the Approved Final Plans, an amount up to $6,056,379.00 (which is the lesser of: amount consists of (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars $5,739,000.00 (the "Original Allowance," which Original Allowance was calculated based upon $152.37 per Rentable Square Foot for each of the 37,665 Rentable Square Feet of space located in, collectively, the Mezzanine Premises and No Cents ($1,062,720.00the Ground Floor Lab Premises); or , and (ii) $317,379.00 (the "Additional Allowance," which Additional Allowance is a stipulated amount anticipated to offset the cost of the Mezzanine Repairs, "Tenant's Roofing Allocation," and the "Construction Expedition Fee," as those terms are set forth in Sections 2.5 and 5.6 of this Tenant Work Letter) for the costs relating to the initial design and construction of Tenant's improvements and certain additional costs, all of which are set forth in Section 2.2.1, below, as "Tenant Improvement Costs of constructing the Tenant Improvements Allowance Items" (the “"Tenant Improvement Allowance”Improvements"). Landlord and Tenant hereby acknowledge and agree and acknowledge that the Original Allowance and the Additional Allowance have been calculated into the Base Rent. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Improvement Allowance will be used only for the purpose of the work depicted Work Letter in the Approved Working Drawings and that a total amount which exceeds the Tenant Improvement Allowance. In addition, Landlord and all of itTenant hereby acknowledge that Tenant shall itself contribute, shall be utilized only for the benefit of the Premises. The Tenant Improvement as an "Over-Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furnitureAmount," as that term is set forth in Section 4.2.1, fixturesbelow, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment an amount equal to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time approximately $3,000,000.00 toward the cost of construction of constructing the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseImprovements.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated be entitled to a tenant improvement allowance (the “Tenant Improvement Allowance”) with respect to the Tenant Improvements depicted on the Approved Final Plans, Premises in an amount which is the lesser of: (i) One equal to Two Million Sixty Forty-Two Thousand Seven Hundred Twenty Twenty-Three and No/100 Dollars and No Cents ($1,062,720.002,042,723.00); or (ii) . Subject to Tenant’s right to receive the Tenant Improvement Costs Allowance, and subject to the remaining provisions of constructing 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 Tenant Improvements (the “Tenant Improvement AllowanceCosts”). Landlord and Tenant agree and acknowledge that ) in excess of the Tenant Improvement Allowance will (the “Excess Tenant Improvement Costs”) in accordance with the provisions of this Work Letter, and (b) Landlord shall not be used only for obligated to make any payments or disbursements pursuant to or related to this Work Letter in a total amount which exceeds the purpose amount of the work depicted in the Approved Working Drawings and that Tenant Improvement Allowance. In addition to the Tenant Improvement Allowance, Landlord will provide Tenant with a one-time allowance in the amount of Six Thousand Three Hundred Seventeen and all 70/100 Dollars ($6,317.70) to be applied towards costs incurred by Tenant in the preparation of it, shall be utilized only a “test-fit” plan for the benefit 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, accompanied by reasonably satisfactory documentation evidencing Tenant’s expenditure of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes amount set forth in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseinvoice.