Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. 5.01 In addition to Landlord's contribution described in Article 3 of this ---- Exhibit C, Landlord shall pay in accordance with this Article 5 on behalf of Tenant an amount up to [redacted text] multiplied Rentable Area of the Premises toward the construction of Tenant's Work and related consulting fees (hereinafter "Landlord's Contribution"). Landlord's Contribution shall be paid on behalf of Tenant as set forth below. 5.02 Landlord shall pay the Landlord's Contribution to Tenant periodically as ---- written requests for payment (the "Payment Requests") are submitted to Landlord by Tenant based upon copies of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the portion of the Tenant's Work performed during the period to which any such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlord. Landlord shall pay the amount so requested by Tenant to Tenant within fifteen (15) days after a Payment Request is submitted to Landlord. 5.03 For purposes of this Exhibit C, the Rentable Area of the Premises is ---- estimated to be 73,153 square feet. The amount of any payments payable to Tenant pursuant to this Article 5 shall be adjusted upon the determination of the Rentable Area of the Premises pursuant to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space shall be included in the Rentable Area of the Premises for purposes of this Article 5.

Tenant Improvement Allowance. 5.01 In addition to Landlord's contribution described in Article 3 of this ---- Exhibit C, Landlord agrees that Landlord shall pay in accordance with this Article 5 on behalf to Tenant a sum equal to the lesser of Tenant an amount up to [redacted text] multiplied Rentable Area of (i) the Premises toward the construction actual cost of Tenant's Work ’s Improvements (as hereinafter defined), or (ii) FIFTY THOUSAND AND NO/00 DOLLARS ($50,000.00) (“Landlord’s Contribution”) on the terms and related consulting fees (hereinafter "Landlord's Contribution")conditions contained herein. Landlord's ’s Contribution shall be paid on behalf of Tenant as set forth below. 5.02 Landlord shall pay the Landlord's Contribution to Tenant periodically as ---- written requests to reimburse Tenant for payment the actual cost of improvements installed by Tenant in the Premises (the "Payment Requests"“Tenant Improvements”) provided such improvements: (i) are submitted of the same general character as the existing improvements in the Premises; (ii) are non-structural in nature; (iii) do not require openings on the roof or exterior walls of the Building; (iv) do not affect any building system; (v) are completed prior to December 31, 2006 (vi) consist of improvements to the structure, electrical, 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. Landlord’s Contribution shall be paid in one installment by Tenant based upon copies of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the portion of the Tenant's Work performed during the period to which any such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlord. Landlord shall pay the amount so requested by Tenant to Tenant within fifteen ten (1510) days after of Tenant’s presentation of reasonable documentation evidencing (i) the amounts due to Tenant, including presentation of a Payment Request contractor’s statement final lien waivers, as the case may be, covering all work for which the Tenant is submitted to Landlord. 5.03 For purposes of this Exhibit C, the Rentable Area requesting payment; (ii) final completion of the Premises is ---- estimated 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 73,153 square feet. The amount furnished, amounts of any contracts, amounts paid to date, amounts of current payments payable to Tenant pursuant to this Article 5 shall be adjusted upon and balances due; and (iv) a certification by Tenant’s contractor that the determination of Tenant’s Improvements have been completed and materials are in place as indicated by the Rentable Area of the Premises pursuant to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space shall be included in the Rentable Area of the Premises request for purposes of this Article 5payment.

Tenant Improvement Allowance. 5.01 In addition Landlord shall contribute towards the cost of Tenant’s improvements to the Premises by paying to Tenant an allowance (the “Tenant Improvement Allowance”) of $25.00 per square foot of Rentable Area (or $249,700.00). The Tenant Improvement Allowance shall only be used for the hard construction costs of permanent improvements to the interior of the Premises, except that a portion of the Tenant Improvement Allowance may be used for soft costs up to a maximum of $1,500 for a floor plan and test fit and reimbursement for previous soft costs paid by Tenant up to a maximum of $3,000. The Tenant Improvement Allowance shall be paid by Landlord to Tenant within sixty (60) days from the date Tenant opens for business in the Premises fully fixtured and staffed and delivers the following to Landlord: 1. A Certificate of Occupancy issued by the municipality in which the Premises are located or other evidence satisfactory to Landlord that the improvements have been approved by such municipality; 2. A notarized affidavit executed by ▇▇▇▇▇▇ or its authorized representative, stating that all work and materials performed or used in connection with the improvements to the Premises have been paid for by ▇▇▇▇▇▇; 3. True and correct original releases or waivers of lien from ▇▇▇▇▇▇’s general contractor and all subcontractors. 4. A copy of ▇▇▇▇▇▇’s construction contract with its general contractor, copies of the general contractor’s invoices, and copies of ▇▇▇▇▇▇’s checks evidencing payment of same; 5. Certificate from Landlord's contribution described roofing contractor for all roofwork performed, which certificate shall be timely provided by Landlord’s roofing contractor; 6. ▇▇▇▇▇▇'s executed Estoppel Letter; 7. Tenant's Certificate of Insurance; 8. Completion of IRS Form W-9; 9. Record Drawings (2 sets) of ▇▇▇▇▇▇’s Work. 10. A written request for the Tenant Allowance (or portion thereof). 11. ▇▇▇▇▇▇’s Work has been completed to Landlord’s reasonable satisfaction and ▇▇▇▇▇▇▇▇ agrees to inspect ▇▇▇▇▇▇’s Work as soon as reasonably practical upon request by ▇▇▇▇▇▇ (but not later than five (5) days from written request). Notwithstanding the foregoing, the payment of the Improvement Allowance shall be conditioned on Tenant not being in Article 3 default under the terms of this ---- Exhibit CLease beyond any cure period. If Tenant does not satisfy the requirements set forth in 1-11 above within one (1) year from the Rent Commencement Date, Landlord shall not be required to pay the Tenant Improvement Allowance. Landlord shall require that ▇▇▇▇▇▇▇▇’s representative be present to lay down a track for the demising wall to be built by ▇▇▇▇▇▇ (the “tracking line”). Tenant shall contact Landlord prior to laying down the tracking line. The tracking line shall be laid down by ▇▇▇▇▇▇’s contractor and inspected by Landlord prior to beginning construction of the demising wall to verify the demising wall is in the correct location. If there is any dispute over the location of the tracking line, then the parties shall hire a mutually satisfactory, independent architect to draw the tracking line in the location that will cause the Premises to be in accordance with this Article 5 on behalf of Tenant an amount up to [redacted text] multiplied Rentable Area of the Premises toward the construction of Tenant's Work Approved Plans, and related consulting fees (hereinafter "Landlord's Contribution"). Landlord's Contribution shall be paid on behalf of Tenant as set forth below. 5.02 Landlord shall pay the Landlord's Contribution to Tenant periodically as ---- written requests for payment (the "Payment Requests") are submitted to Landlord by Tenant based upon copies of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the portion of the Tenant's Work performed during the period to which any such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlord. Landlord shall pay the amount so requested by Tenant to Tenant within fifteen (15) days after a Payment Request is submitted to Landlord. 5.03 For purposes of this Exhibit C, the Rentable Area of the Premises is ---- estimated to be 73,153 square feet. The amount of any payments payable to Tenant pursuant to this Article 5 shall be adjusted upon the determination of the Rentable Area of the Premises pursuant to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space such independent architect shall be included binding on both parties. The Demising Wall shall be built by Tenant as a part of Tenant’s Work in accordance with the Rentable Area of the Premises for purposes of this Article 5.specs below:

Tenant Improvement Allowance. 5.01 In addition The tenant improvement allowance in the amount of $15,000 in paragraph 4 of the FIRST AMENDMENT and Extension of Lease dated June 30,2004 shall be applied to the outstanding invoice dated June 21, 2007 for the rent adjustment for May 2006 to April 2007, in the amount of $19,757.60 and such amount shall be considered payment in full of the balance due on said invoice. For the SECOND AMENDMENT and Extension of Lease, Landlord will reimburse Tenant for up to Fifteen Thousand Dollars ($15,000) for Tenant’s improvements to the Premises, whether performed as a single project or multiple smaller projects (“Tenant’s Work”), subject to the following: (a) Landlord has approved the plans and specifications for Tenant’s Work in accordance with the provisions of the Lease, including without limitation, Section 3.3; (b) Tenant’s Work shall be performed in a good and workmanlike manner using contractors reasonably acceptable to Landlord's contribution described ; (c) Tenant shall have furnished evidence reasonably satisfactory to Landlord that all of the Tenant’s Work has been completed and has been paid for in Article 3 full, and that any and all liens therefore that have been or may be filed have been satisfied of record or waived; (d) Tenant has delivered a Certificate of Occupancy for Tenant’s Work to Landlord, where applicable; (e) Tenant shall not be in default under the Lease; and (f) Tenant shall have submitted receipted bills showing the amount spent by Tenant in performing Tenant’s Work (exclusive of furniture, fixtures and equipment). Landlord’s payment shall be due thirty (30) days after Tenant has submitted all of the items required by this ---- Exhibit CParagraph 4. In the event Tenant owes Landlord any amount pursuant to the Lease at the time Landlord’s payment is due, Landlord shall pay in accordance with this Article 5 on behalf of Tenant an have the right to offset such amount up to [redacted text] multiplied Rentable Area of the Premises toward the construction of Tenant's Work and related consulting fees (hereinafter "from Landlord's Contribution"). Landlord's Contribution shall be paid on behalf of Tenant as set forth below’s payment. 5.02 Landlord shall pay the Landlord's Contribution to Tenant periodically as ---- written requests for payment (the "Payment Requests") are submitted to Landlord by Tenant based upon copies of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the portion of the Tenant's Work performed during the period to which any such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlord. Landlord shall pay the amount so requested by Tenant to Tenant within fifteen (15) days after a Payment Request is submitted to Landlord. 5.03 For purposes of this Exhibit C, the Rentable Area of the Premises is ---- estimated to be 73,153 square feet. The amount of any payments payable to Tenant pursuant to this Article 5 shall be adjusted upon the determination of the Rentable Area of the Premises pursuant to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space shall be included in the Rentable Area of the Premises for purposes of this Article 5.

Tenant Improvement Allowance. 5.01 In addition A. Subject to Landlord's contribution described in Article 3 Tenant’s compliance with the provisions of this ---- Exhibit CB, Landlord shall pay in accordance with this Article 5 on behalf of provide to Tenant an allowance in the amount of up to [redacted text] multiplied Rentable Area Seven and 50/100 Dollars and ($7.50) per rentable square foot of the Expanded Premises toward or $716,677.50 (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 PTFDOCS-#77647-v5-Proofpoint_Second_Amendment 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, Landlord shall provide to Tenant an allowance in the amount of up to Two and 50/100 Dollars and ($2.50) per rentable square foot of the Expanded Premises or $238,892.50 (the “Building Systems Allowance”) to pay for the cost of replacing and/or upgrading all VAV boxes and associated ductwork in the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Building and the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Building and certain other replacements or improvements to the building systems serving the ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Building and/or ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Building mutually approved by Landlord and Tenant (collectively, the “Building Systems Improvements”) and for no other purpose. The Tenant Improvement Allowance and the Building Systems Allowance are sometimes collectively referred to herein as the “Allowances.” Landlord shall have no obligation to disburse all or any portion of the Allowances to Tenant unless Tenant makes a progress payment request pursuant to the terms and conditions of Section 5.B. below after the date of the Second Amendment but prior to that date which is twelve (12) months after the Expansion Commencement Date (as such term is defined in the Second Amendment). The Tenant Improvements shall be constructed after the mutual execution and delivery of the Second Amendment. The costs to be paid out of (a) the Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, construction and installation of the Tenant Improvements (the “Tenant Improvement Costs”), and (b) the Building Systems Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, construction and installation of the Building Systems Improvements (the “Building Systems Costs”), including all of the following as such items relate to the Tenant Improvement Costs or Building Systems Costs: (i) All costs of the Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, and engineering costs associated with completion of the State of California energy utilization calculations under Title 24 legislation: (ii) All costs of obtaining building permits and other necessary authorizations from local governmental authorities; (iii) All costs of interior design and finish schedule plans and specifications including as-built drawings, if applicable; (iv) All direct and indirect costs of procuring, constructing and installing the Tenant Improvements or the Building Systems Improvements, as applicable, in the Expanded Premises, including, but not limited to, the construction fee for overhead and profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in connection with the construction of Tenant's Work the Tenant Improvements or the Building Systems Improvements, as applicable; provided, however, that the construction fee for overhead and related consulting profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services shall not exceed amounts which are reasonable and customary for such items in the local construction industry; (v) All fees (hereinafter "Landlord's Contribution"). Landlord's Contribution shall be paid on behalf of Tenant as set forth below. 5.02 Landlord shall pay payable to the Landlord's Contribution Architect and any engineer if they are required to Tenant periodically as ---- written requests for payment (the "Payment Requests") are submitted to Landlord by Tenant based upon copies of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the redesign any portion of the Tenant Improvements or the Building Systems Improvements, as applicable, following Tenant's Work performed during ’s and Landlord’s approval of the period Construction Documents; (vi) Utility connection fees; (vii) Inspection fees and filing fees payable to which any such local governmental authorities, if any; and (viii) All costs of all permanently affixed equipment and non-trade fixtures provided for in the Construction Documents, including the cost of installation. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs and the Building Systems Allowance shall be the maximum contribution by Landlord for the Building Systems Costs, and the disbursement of the Tenant Improvement Allowance and the Building Systems Allowance are subject to the terms contained hereinbelow. B. Subject to Section 5.A. above, Landlord will make payments to Tenant from the Tenant Improvement Allowance and the Building Systems Allowance to reimburse Tenant for Tenant Improvement Costs and the Building Systems Costs, as applicable, paid or incurred by Tenant. Payment Request relates of the Tenant Improvement Allowance and proof the Building System Allowance shall be by progress payments not more frequently than once per month and only after satisfaction of the following conditions precedent: (a) receipt by Landlord of conditional mechanics’ lien releases for the work completed and to be paid by said progress payment, conditioned only on the payment of previous invoices submitted the sums set forth in the mechanics’ lien release, executed by the Contractor and all subcontractors, labor suppliers and materialmen; (b) receipt by Landlord of unconditional mechanics’ lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work other than that being paid by the current progress PTFDOCS-#77647-v5-Proofpoint_Second_Amendment payment previously completed by the Contractor, subcontractors, labor suppliers and materialmen and for which Tenant has received funds from the Tenant Improvement Allowance and/or the Building Systems Allowance, as applicable, to pay for such work; and paid (c) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been completed and the materials and supplies used as of the date of Tenant’s request for the progress payment, including, without limitation, invoices, bills, or statements for the work completed and the materials and supplies used, and Landlord or Landlord’s agents shall have had the opportunity at reasonable times to conduct any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord. Within thirty (30) days from the satisfaction of the conditions set forth in the immediately preceding sentence, Landlord shall pay request from its lender disbursement of the amount so requested by Tenant Improvement Allowance and Building System Allowance progress payments and shall diligently pursue the release of such funds in a timely manner. Landlord shall make such progress payments to Tenant within fifteen ten (1510) business days after a Payment Request is submitted of Landlord’s receipt of such funds. Notwithstanding the foregoing to Landlordthe contrary, Landlord shall be entitled to withhold and retain five percent (5%) of the Tenant Improvement Allowance, Building Systems Allowance or of any Tenant Improvement Allowance or Building Systems Allowance progress payment until the lien-free expiration of the time for filing of any mechanics’ liens claimed or which might be filed on account of any work ordered by Tenant or the Contractor or any subcontractor in connection with the construction and installation of the Tenant Improvements. 5.03 For purposes C. Landlord shall not be obligated to pay any Tenant Improvement Allowance or Building Systems Allowance progress payment or the Tenant Improvement Allowance retention or Building Systems Allowance retention if on the date Tenant is entitled to receive the Tenant Improvement Allowance or Building System Allowance progress payment or the Tenant Improvement Allowance retention or Building Systems Allowance retention a default under the Lease then exists. Such payments shall resume upon Tenant curing any such default within the time periods which may be provided for in the Lease. D. Should the total cost of this Exhibit Cconstructing the Tenant Improvements be less than the Tenant Improvement Allowance, the Rentable Area of the Premises is ---- estimated to be 73,153 square feet. The amount of any payments payable to Tenant pursuant to this Article 5 Improvement Allowance shall be adjusted upon automatically reduced to the determination amount equal to said actual cost. Should the total cost of constructing the Rentable Area of Building Systems Improvements be less than the Premises pursuant to Section 1.02 or Section 6.04 of Building Systems Allowance, the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space Building Systems Allowance shall be included in automatically reduced to the Rentable Area of the Premises for purposes of this Article 5amount equal to said actual cost.

Tenant Improvement Allowance. 5.01 In addition to Landlord's contribution described If the Tenant is “Northern Quinoa Production Corporation” and is itself in Article 3 occupation of this ---- Exhibit Cthe whole of the Premises in accordance with the Lease, and if Tenant is not in default and has not been in default during the Term, then the Landlord shall pay in accordance with this Article 5 on behalf of to the Tenant an amount up to [redacted text] multiplied Rentable Area of a onetime contribution towards the Premises toward the construction final cost of Tenant's Work and related consulting fees (hereinafter "Landlord's Contribution"). Landlord's Contribution shall be paid ’s initial leasehold improvements actually installed in the Premises, based on behalf of Tenant as set forth below. 5.02 Landlord shall pay receipted invoices presented to the Landlord's Contribution , but in any event, to Tenant periodically as ---- written requests for payment (the "Payment Requests") are submitted to Landlord by Tenant based upon copies of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the portion of the Tenant's Work performed during the period to which any such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlord. Landlord shall pay the amount so requested by Tenant to Tenant within fifteen (15) days after a Payment Request is submitted to Landlord. 5.03 For purposes of this Exhibit C, the Rentable Area of the Premises is ---- estimated to be 73,153 square feet. The maximum amount of any payments payable to Tenant pursuant to this Article 5 shall be adjusted upon the determination Ten Dollars ($10.00) per square foot of the Rentable Area of the Premises pursuant as they are constituted at the Commencement Date, plus GST (the “Allowance”), The Allowance shall be payable to Section 1.02 or Section 6.04 he Tenant within thirty (30) days after the following conditions have been met: (a) the Tenant has obtained the Landlord’s approval of the lease (it being agreed that if Tenant exercises its option Tenant’s architectural, structural, mechanical and electrical plans and specifications and has completed the Tenant’s Work to lease the Expansion Space under Article 33 satisfaction of the lease Landlord in accordance with those approved plans and specifications; (b) the Rentable Area appropriate provincial lien period for construction, mechanics’ or builders’ liens has elapsed since completion of the Expansion Space shall Tenant’s Work in accordance with (a) above and the Tenant has satisfied the Landlord that no such lien has or may be included claimed with respect thereto; (c) the Tenant has produced evidence satisfactory to the Landlord that all accounts relating to the Tenant’s Work have been paid and that the amount expended by the Tenant with respect to such leasehold improvements are at least equal to the amount of the Allowance being requested, and provide a Statutory Declaration that all trades and supplies have been fully paid (excepting any legitimate applicable hold-backs); (d) the Tenant has delivered to the Landlord, if requested by the Landlord, a clearance certificate issued under any worker’s compensation or similar workplace safety legislation in force in the Rentable Area province in respect of each contractor and sub-contractor which did work in connection with the Tenant’s Work in the Premises; (e) the Landlord has received complete “as built” drawings certified by the Tenant’s architect with respect to all work done by the Tenant in the Premises; and (f) the Lease has been executed, the Term has commenced and the Tenant has taken occupancy of the Premises in accordance with the Lease. The Tenant shall provide notice to the Landlord confirming that all of these conditions have been met and advising the Landlord of the Tenant’s GST registration number. The Landlord has the right to apply all or any part of the Allowance against any amounts owed to the Landlord by the Tenant. The Tenant agrees that, if the Lease is terminated as a result of any default of the Tenant, the Tenant shall repay to the Landlord, as additional Rent, an amount equal to the full amount of the Allowance which the Landlord has advanced, multiplied by a fraction, the numerator of which is the number of months left in the Term and the denominator of which is the number of months in the Term. Should the Tenant Improvements be more than $10.00 per square foot then the Tenant shall be solely responsible for purposes the payment of this Article 5any excess amount. It is agreed and understood that the Tenant shall not be permitted to apply the Allowance to the cost of Tenant’s furniture and/or its removable fixtures.

Tenant Improvement Allowance. 5.01 In addition A check for the Tenant Improvement Allowance in the amount set forth in the Special Lease Terms shall be delivered by Landlord to Tenant following the completion of construction of the Initial Tenant Improvements on the Premises within the earlier to occur of: (i) (ii) five (5) business days following the release by Landlord's lender of loan funds borrowed by Landlord to perform the Tenant Improvements ("TI Loan Funds") or (ii) forty-five (45) days after the last of the following conditions has occurred: (A) Landlord has inspected the Premises and determined that Tenant’s Improvements are complete; (B) Tenant has obtained all required certificates of occupancy (or signed off building permits) from the City and County of San Francisco for use and operation of the Premises and delivered copies of all such certificates to Landlord; (C) Tenant has obtained an unconditional waiver and release on final payment in the form prescribed by California Civil Code Section 8138 from all persons or entities engaged in providing labor or materials in connection with the Tenant Improvements and delivered complete copies thereof to Landlord; (D) Tenant’s Architect has issued a certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed in accordance with the terms provided in Section 9 and Landlord has been provided with a copy thereof; (E) Tenant has recorded a notice of completion in the Office of the Office of the Recorder of the County of San Francisco in accordance with California Civil Code Sections 8182 and 8184 and provided Landlord with a copy thereof; (F) Landlord has received copies of all receipted bills marked paid relating to the Tenant Improvements; and (G) Tenant fulfills its obligations pursuant to Section 9 of the Lease. In no event shall Landlord be obligated to make a disbursement in a total amount which exceeds the Tenant Improvement Allowance. If despite Landlord's contribution described in Article 3 good faith, commercially reasonable efforts to obtain the timely release of this ---- Exhibit Cthe TI Loan Funds within forty five (45) days following Tenant's satisfaction of the above-stated conditions, Landlord is unable to obtain such release for reasons outside of its reasonable control, Landlord shall not then be in default hereunder, provided that Landlord continues to use its good faith, commercially reasonable efforts to secure such TI Loan Funds as soon as possible thereafter. If Landlord is does not pay in accordance with this Article 5 the Tenant Improvement Allowance on behalf of Tenant an amount up to [redacted text] multiplied Rentable Area or before ninety (90) days following Tenant's satisfaction of the Premises toward above-stated conditions, then interest shall accrue on a daily basis against the construction outstanding balance of the unpaid Tenant Improvement Allowance at an interest rate equal to LIBOR plus 3% per annum commencing on the sixtieth (60th) day following Tenant's Work and related consulting fees (hereinafter "Landlord's Contribution"). Landlord's Contribution shall be paid on behalf satisfaction of Tenant as set forth belowthe above-stated conditions. 5.02 9.3.1 Landlord shall pay only be obligated to make the Landlord's Contribution disbursement from the Tenant Improvement Allowance to Tenant periodically as ---- written requests for payment (the "Payment Requests") extent costs are submitted to Landlord incurred by Tenant based upon copies of invoices from Tenant's Contractorfor Tenant Improvement Allowance Items. As used in this Lease, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests “Tenant Improvement Allowance Items” shall include a detailed description of the portion of the Tenant's Work performed during the period to which any such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlord. Landlord shall pay the amount so requested by Tenant to Tenant within fifteen (15) days after a Payment Request is submitted to Landlord. 5.03 For purposes of this Exhibit C, the Rentable Area of the Premises is ---- estimated to be 73,153 square feet. The amount of any payments payable to Tenant pursuant to this Article 5 shall be adjusted upon the determination of the Rentable Area of the Premises pursuant to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space shall be included in the Rentable Area of the Premises for purposes of this Article 5.mean:

Tenant Improvement Allowance. 5.01 In addition Subject to Landlord's contribution described in Article 3 the provisions of this ---- Exhibit Csection 24.1, the Landlord shall pay in accordance with this Article 5 on behalf of to the Tenant an amount up to [redacted text] multiplied Rentable allowance (the “Tenant Improvement Allowance”) of $1,134,675.00 calculated on the basis of $25.00 per square foot of the Area of the Premises toward Leased Premises. It is expressly understood and agreed that the construction Tenant Improvement Allowance is to be paid for the purpose of reimbursing the Tenant for a portion of its out of pocket expenses in completing the Tenant's ’s Work and related consulting fees (hereinafter "Landlord's Contribution")fully equipping the Leased Premises with all trade equipment, lighting fixtures, furniture and operating equipment, installing appropriate signage and moving into the Leased Premises. Landlord's Contribution Provided the Tenant is not then in material breach of this Lease, the Tenant Improvement Allowance shall be paid by the Landlord on behalf a monthly draw basis to the Tenant upon receipt by the Landlord of Tenant as set forth below. 5.02 a statutory declaration stating that there are no claims of builders’ lien or other liens or encumbrances affecting the Leased Premises with respect to work, services, materials and equipment relating to the Leased Premises, and that the Tenant’s designers, contractors, subcontractors, works, and suppliers of materials and equipment have been paid in full for all work and services performed and materials and equipment supplied by them on or to the Leased Premises. Notwithstanding the foregoing, the Landlord shall not be obligated to pay the Landlord's Contribution to Tenant periodically as ---- written requests for payment (Improvement Allowance until the "Payment Requests") are submitted to Landlord by Tenant based upon copies has executed and delivered a copy of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the portion of the Tenant's Work performed during the period to which any such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlordthis Lease. The Landlord shall pay be permitted to set off and deduct from the amount so requested Tenant Improvement Allowance any outstanding amounts owing by the Tenant to Tenant within fifteen (15) days after a Payment Request is submitted to Landlord. 5.03 For purposes of this Exhibit C, the Rentable Area of the Premises is ---- estimated to be 73,153 square feet. The amount of any payments payable to Tenant Landlord pursuant to this Article 5 shall be adjusted upon Lease, provided that the determination of the Rentable Area of the Premises pursuant Tenant is first given forty eight (48) hours notice with respect to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option such outstanding amounts in order to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space shall be included in the Rentable Area of the Premises for purposes of this Article 5remedy such breach.

Tenant Improvement Allowance. 5.01 In addition Subject to Landlord's contribution described in Article 3 of this ---- Exhibit Cthe terms and ---------------------------- conditions set forth below, Landlord shall pay reimburse Tenant for Tenant's costs incurred to complete Tenant's Work (specifically excluding the cost of any generator and any of Tenant's trade fixtures) in accordance with this Article 5 on behalf the amount of Tenant an amount up to [redacted text] multiplied Rentable Area $2,173,590, less (i) the pre-approved costs for Landlord's "pre-stock" doors; i.e., 50 wood doors/$13,000 total and two (2) pairs of glass doors/$11,904 total) and (ii) Landlord's reasonable out-of-pocket costs for its review of Tenant's preliminary plans, construction documents and final as-built Tenant's Work towards the Premises toward the construction cost of Tenant's Work and related consulting fees (hereinafter "Landlord's ---------- Contribution"), such costs to include architectural, engineering, ------------ expediting and other consulting fees, all building department permits and all costs of construction (including labor and materials). On a monthly basis, Landlord shall disburse to Tenant that portion of Landlord's Contribution equal to the amount set forth in Tenant's requisition. Each such disbursement shall be paid made by Landlord prior to the end of the calendar month in which a requisition has been submitted by Tenant, provided that Tenant has submitted such requisition on behalf or before the 8th day of Tenant as set forth below. 5.02 Landlord such calendar month. If Tenant's requisition shall pay the Landlord's Contribution to Tenant periodically as ---- written requests for payment (the "Payment Requests") are be submitted to Landlord after the 8th day of a calendar month, the disbursement with respect thereto shall be made by Landlord within five (5) business days after its receipt of such funds from its construction lender (but in no event later than the last day of the next succeeding calendar month). No advance shall be made by Landlord until its receipt of a request therefor from Tenant and the submission by Tenant based upon copies of invoices from Tenant's Contractor(i) a certificate signed by Tenant dated not more than ten (10) days prior to such request setting forth the sum then justly due to contractors, consultants and/or subcontractors, materialmen, engineers, architects and other contractors constructing persons who have rendered services or supplying furnished materials in connection with Tenant's Work and material, which Payment Requests shall include a detailed description (ii) lien waivers executed by such contractors having performed and received payment for their services to the date of such requisition. In the event any portion of Landlord's Contribution remains unused following the completion of Tenant's Work performed during the period to which any Work, such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlord. Landlord balance shall pay the amount so requested be applied by Tenant to Tenant within fifteen (15its next installment(s) days after a Payment Request is submitted to Landlordof Rent payable hereunder. 5.03 For purposes of this Exhibit C, the Rentable Area of the Premises is ---- estimated to be 73,153 square feet. The amount of any payments payable to Tenant pursuant to this Article 5 shall be adjusted upon the determination of the Rentable Area of the Premises pursuant to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space shall be included in the Rentable Area of the Premises for purposes of this Article 5.

Tenant Improvement Allowance. 5.01 In addition to Landlord's contribution described in Article 3 of this ---- Exhibit C, Landlord shall pay Provided that the Tenant’s Work is constructed by Tenant’s Contractor in accordance with this Article 5 on behalf of Exhibit “C”, Landlord shall reimburse Tenant an amount for Tenant’s actual construction costs up to [redacted text] multiplied Rentable Area a maximum of the Premises toward the construction of $10.00 per square foot Dollars for said Tenant's ’s Work and related consulting fees (hereinafter "Landlord's Contribution"“Tenant improvement Allowance”). Landlord's Contribution Such Tenant Improvement Allowance shall be paid on behalf of Tenant as set forth below. 5.02 Landlord shall pay the Landlord's Contribution directly to Tenant periodically as ---- written requests for payment in two equal installments. The first installment of fifty percent (the "Payment Requests"50%) are submitted to Landlord by Tenant based upon copies of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the portion be paid within ten business days following fifty percent (50%) completion of the Tenant's ’s Work performed during based on submitted invoices, work performed, and all unconditional waiver and release upon progress payment for material and labor lien releases from Tenant’s contractor, subcontractors, and suppliers. The final fifty percent (50%), shall be paid within ten business days following proper recordation of a Notice of Completion for the period Tenant’s Work, upon commencement of Tenant’s business within the Premises, and upon receipt of all unconditional waiver and release upon final payment for material and labor lien releases from Tenant’s contractor, subcontractors, and suppliers, and subject to which any satisfaction of the following conditions: 12.1 Tenant must have completed the Tenant’s Work in accordance with the Landlord approved final Plans and specifications. 12.2 A Notice of Completion has been properly recorded for Tenant’s Work and 35 days have elapsed since the date of such Payment Request relates recording. 12.3 Tenant has submitted a complete set of “as built” plans and proof of payment of previous invoices submitted to and paid by Landlord. Landlord shall pay the amount so requested by Tenant to Tenant within fifteen (15) days after a Payment Request is submitted specifications to Landlord. 5.03 For purposes 12.4 Tenant has provided to Landlord copies of all insurance certificates required under this Exhibit CLease. 12.5 A final, the Rentable Area unconditional certificate of occupancy for the Premises is ---- estimated has been issued by the appropriate governmental agency, and a copy thereof provided to be 73,153 square feetLandlord. 12.6 Tenant has provided Landlord with all unconditional waiver and release upon final payment for material and labor lien releases from Tenant’s contractor, subcontractors, and suppliers. The Said lien releases must total at least the amount of Landlord’s construction advance to Tenant. 12.7 Tenant has provided Landlord all construction warranties and guarantees in connection with construction of Tenant’s Work. 12.8 Landlord has inspected and approved the Tenant’s Work and is satisfied that the Tenant’s Work has been performed in a good and workmanlike manner in accordance with the approved Plans; provided, however, no such inspection shall impose any payments payable liability upon Landlord, nor absolve Tenant or Tenant’s Contractor from liability for any defect or failure to Tenant pursuant to this Article 5 shall be adjusted upon comply with the determination of the Rentable Area of the Premises pursuant to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space shall be included in the Rentable Area of the Premises for purposes of this Article 5requirements hereof.

Tenant Improvement Allowance. 5.01 A. Subject to Tenant's compliance with the provisions of this Exhibit B, Landlord shall provide to Tenant an allowance (the “Tenant Improvement Allowance”) in an amount equal to the sum of (i) Thirty Five and No/100 Dollars ($35.00) per rentable square feet of that portion of the 1001 Ridder Premises which was improved by Landlord prior to the date of the Lease with new lighting and ceiling grid, new carpet and paint, and new restrooms and consists of approximately 30,000 rentable square feet (for a total of up to $1,050,000.00), and (ii) Sixty and No/100 Dollars ($60.00) per rentable square feet of the remaining portion of the 1001 Ridder Premises and the 1717 Fox Premises (for a total of up to $7,464,960.00), 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. 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 Landlord's contribution described in Article 3 of this ---- Exhibit Cthe foregoing, Landlord shall pay in accordance with this Article 5 on behalf 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 1, 2015. In addition, Landlord shall provide to Tenant an allowance in the amount of up to [redacted text] multiplied Rentable Area Ten Thousand and No/100 Dollars ($10,000.00) to pay for space planning fees for the Premises. Landlord shall reimburse Tenant for the cost of such space planning fees up to the amount of such allowance following Landlord’s receipt of an invoice evidencing such fees and a copy of the Premises toward plans and base CAD files prepared by such space planner. The costs to be paid out of the Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, management, construction and installation of the Tenant Improvements (the "Tenant Improvement Costs"), including all of the following: (i) All costs of the Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, and engineering costs associated with completion of the State of California energy utilization calculations under Title 24 legislation: (ii) All costs of obtaining building permits and other necessary authorizations from local governmental authorities; (iii) All costs of interior design and finish schedule plans and specifications including as-built drawings, if applicable; (iv) All direct and indirect costs of procuring, constructing and installing the Tenant Improvements in the Premises, including, but not limited to, the construction fee for overhead and profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in connection with the construction of the Tenant Improvements; provided, however, that the construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services shall not exceed amounts which are reasonable and customary for such items in the local construction industry; (v) All fees payable to the Architect and any engineer if they are required to redesign any portion of the Tenant Improvements following Tenant's Work and related consulting fees (hereinafter "Landlord's Contributionapproval of the Construction Documents; (vi) Utility connection fees; (vii) Inspection fees and filing fees payable to local governmental authorities, if any; (viii) All costs of all permanently affixed equipment and non-trade fixtures provided for in the Construction Documents, including the cost of installation; (ix) A construction management fee payable to Landlord in the amount of two percent (2%) of the aggregate of principal amount of the Tenant Improvement Allowance (the "CM Fee"); (x) The reasonable fees of any third party consultants and engineers reasonably incurred by Landlord in connection with Landlord’s review of the preparation and review of the Preliminary Plans and Specifications and the Final Plans and Specifications; and (xi) Excess HVAC Costs as provided in Section 5 of the Lease. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs, and the disbursement of the Tenant Improvement Allowance is subject to the terms contained hereinbelow. B. Except for payment of the CM Fee, and subject to Section 5.A. above, Landlord will make payments to Tenant from the Tenant Improvement Allowance to reimburse Tenant for Tenant Improvement Costs paid or incurred by Tenant. Payment of the CM Fee shall be the first payment from the Tenant Improvement Allowance and shall be made by means of a deduction or credit against the Tenant Improvement Allowance. All other payments of the Tenant Improvement Allowance shall be by progress payments not more frequently than once per month and only after satisfaction of the following conditions precedent: (a) receipt by Landlord of conditional notarized mechanics' lien releases for the work completed and to be paid by said progress payment, conditioned only on the payment of the sums set forth in the mechanics' lien release, executed by the Contractor and all subcontractors, labor suppliers and materialmen; (b) receipt by Landlord of unconditional notarized mechanics' lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work other than that being paid by the current progress payment previously completed by the Contractor, subcontractors, labor suppliers and materialmen and for which Tenant has received funds from the Tenant Improvement Allowance to pay for such work; (c) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been completed and the materials and supplies used as of the date of Tenant's request for the progress payment, including, without limitation, invoices, bills, or statements for the work completed and the materials and supplies used; and (d) completion by Landlord or Landlord's Contribution agents of any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord. Except for the CM Fee payment (credit), Tenant Improvement Allowance progress payments shall be paid on behalf to Tenant or, at Tenant’s written request, to the Contractor, as soon as commercially practicable following the satisfaction of Tenant as the conditions set forth below. 5.02 Landlord shall pay in the Landlord's Contribution to Tenant periodically as ---- written requests for payment immediately preceding sentence, but in no event in excess of forty-five (the "Payment Requests") are submitted to Landlord by Tenant based upon copies of invoices from Tenant's Contractor, consultants and/or other contractors constructing or supplying Tenant's Work and material, which Payment Requests shall include a detailed description of the portion of the Tenant's Work performed during the period to which any such Payment Request relates and proof of payment of previous invoices submitted to and paid by Landlord. Landlord shall pay the amount so requested by Tenant to Tenant within fifteen (1545) days after a Payment Request is submitted the satisfaction of such conditions. The preceding notwithstanding, all Tenant Improvement Costs paid or incurred by Tenant prior to Landlord's approval of the Construction Documents in connection with the design and planning of the Tenant Improvements by Architect shall be paid from the Tenant Improvement Allowance, without any retention, within forty-five (45) days following Landlord's receipt of invoices, bills or statements from Architect evidencing such costs. Notwithstanding the foregoing to the contrary, Landlord shall be entitled to withhold and retain five percent (5%) of the Tenant Improvement Allowance, or of any Tenant Improvement Allowance progress payment until the lien-free expiration of the time for filing of any mechanics' liens claimed or which might be filed on account of any work ordered by Tenant or the Contractor or any subcontractor in connection with the construction and installation of the Tenant Improvements. 5.03 For purposes C. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention if on the date Tenant is entitled to receive the Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention, Tenant is in default of this Exhibit CLease. Such payments shall resume upon Tenant curing any such default within the time periods which may be provided for in the Lease. D. Should the total cost of constructing the Tenant Improvements be less than the Tenant Improvement Allowance, the Rentable Area Tenant Improvement Allowance shall be automatically reduced to the amount equal to said actual cost, except as otherwise provided herein. E. The term "Excess Tenant Improvement Costs" as used herein shall mean and refer to the aggregate of the Premises is ---- estimated to be 73,153 square feetamount by which the actual Tenant Improvement Costs exceed the Tenant Improvement Allowance. The amount of Tenant shall promptly pay any payments payable to and all Excess Tenant pursuant to this Article 5 shall be adjusted upon the determination of the Rentable Area of the Premises pursuant to Section 1.02 or Section 6.04 of the lease (it being agreed that if Tenant exercises its option to lease the Expansion Space under Article 33 of the lease the Rentable Area of the Expansion Space shall be included in the Rentable Area of the Premises for purposes of this Article 5Improvement Costs.