Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. (a) Pursuant to the Existing Master Lease, Lessor agreed to make available to Lessee the Improvement Allowance. As of the Effective Date, 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 Facilities. Such additional improvement allowance shall be used only for completion of capital improvements to the Facilities which shall be approved and constructed in accordance with the terms and provisions of Paragraph 2 of the 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 Second Amendment shall be deemed to include such capital improvements. The additional $5,000,000.00 improvement allowance shall be requested and disbursed in accordance with the provisions of Paragraph 3 of the Second Amendment. The term “Improvement Allowance”, as and where used in Paragraph 3 of the Second Amendment, shall be 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 additional improvement allowance as provided in Paragraph 3 of the Second Amendment, Lessee shall have the rights and remedies provided in Paragraph 4 of the Second Amendment and the provisions of Paragraph 4 of the Second Amendment shall apply to Lessee’s exercise of such rights and remedies.

Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (athe "Tenant Improvement Allowance") Pursuant 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 Existing Master Lease, Lessor agreed 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 available disbursements pursuant to Lessee this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. As Allowance and in no event shall Tenant be entitled to any credit for any portion of the Effective Tenant Improvement Allowance which is not used by Tenant on or before the date which is three (3) months after the Commencement Date. Notwithstanding the foregoing, Lessor has advanced $3,854,180.35 of in the event costs to be incurred for the Tenant Improvements exceed the Tenant Improvement Allowance, leaving a balance of $1,145,819.65 which Tenant may be funded. Lessee acknowledges and agrees thatelect, 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 by written notice to make available to Lessee an additional improvement allowance equal to $5,000,000.00 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 Facilities which shall be approved and constructed in accordance with the terms and provisions of Paragraph 2 of the 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 Second Amendment shall be deemed to include such capital improvements. The additional $5,000,000.00 improvement allowance shall be requested and disbursed in accordance with the provisions of Paragraph 3 of the Second Amendment. The term “Improvement Allowance”, as and where used in Paragraph 3 of the Second Amendment, shall be 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 Landlord at any time on or before June 30the commencement of construction, 2008 and to increase the final request Tenant Improvement Allowance by up to Five Dollars ($5.00) per usable square foot contained within the Premises ("Additional Allowance"). If Tenant exercises its option to so increase the Tenant Improvement Allowance, Monthly Basic Rental for disbursement shall be no later than August 31, 2008. The Base Rent payable under the Existing Master Lease Premises shall be increased throughout the initial Term by an amount sufficient to amortize the Improvement Additional Allowance Adjustment Amount for each disbursement over a ten (10) year term based upon equal monthly payments of such additional $5,000,000.00 improvement allowance as provided in Paragraph 4 of principal and interest, with interest imputed on the Second Amendmentoutstanding principal balance at ten percent (10%) per annum. In the event Lessor fails to pay Lessee any installment request for the additional improvement allowance as provided in Paragraph 3 of the Second Amendment, Lessee shall have the rights and remedies provided in Paragraph 4 of the Second Amendment and the provisions of Paragraph 4 of the Second Amendment shall apply to Lessee’s exercise of such rights and remedies.EXHIBIT "D" 1 Initials: ____ ____

Tenant Improvement Allowance. (a) Pursuant Tenant shall be entitled to the Existing Master Lease, Lessor agreed to make available to Lessee the Improvement Allowance. As of the Effective Date, 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 one-time tenant improvement allowance equal to $5,000,000.00 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 Facilities which shall be approved and constructed in accordance with the terms and provisions of Paragraph 2 of the Second Amendment to Consolidated and Restated Master Lease dated as of June 25, 2005 (the “Second AmendmentTenant 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”). The term “Capital 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 and where used in Paragraph 2 of defined below). All Tenant Improvements for which the Second Amendment 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 is to include such capital improvements. The additional $5,000,000.00 improvement allowance be applied to Tenant Improvements covering the entire Premises and if Tenant does not elect to improve the entire Premises, then the Tenant Improvement Allowance shall be requested and disbursed in accordance with adjusted on a pro-rata per rentable square foot basis to reflect the provisions number of Paragraph 3 of the Second Amendment. The term “Improvement Allowance”, as and where used in Paragraph 3 of the Second Amendment, shall be 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 Amendmentsquare feet actually being improved. In the event Lessor fails that Tenant shall fail to pay Lessee 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 Tenant shall have no claim to any installment request for such unrequested amounts. Notwithstanding anything contained herein to the additional improvement allowance contrary, the Tenant Improvement Allowance may be applied to non-construction related costs as provided further set forth in Paragraph 3 of the Second Amendment, Lessee shall have the rights and remedies provided in Paragraph 4 of the Second Amendment and the provisions of Paragraph 4 of the Second Amendment shall apply to Lessee’s exercise of such rights and remedies.2.2. 4885-9329-8068.6/391320.00007/5-29-24/arb/bwt EXHIBIT D -1-

Tenant Improvement Allowance. (a) Pursuant to the Existing Master LeaseSecond Amendment, Lessor agreed to make made available to Lessee the Improvement Allowance. As of the Effective Date, 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 an Improvement Allowance Adjustment Amount of Five Million Dollars (which is an annual amount) is $395,053.49. (b) In connection with this 5,000,000). Pursuant to the Third Amendment, Lessor has agreed made an additional Improvement Allowance of Five Million Dollars ($5,000,000) available to make Lessee. Lessor hereby makes available to Lessee an additional improvement allowance equal to Five Million Dollars ($5,000,000.00 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 Facilities which shall be approved and constructed in accordance with the terms and provisions of Paragraph 2 of the 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 Second Amendment shall be deemed to include such capital improvements. The additional $5,000,000.00 improvement allowance shall be requested and disbursed in accordance with the provisions of Paragraph 3 of the Second Amendment. The term “Improvement Allowance”, as and where used in Paragraph 3 of the Second Amendment, shall be deemed to include and refer to the additional $5,000,000.00 improvement allowanceallowance provided for in this paragraph, except that such additional improvement allowance shall be available for Capital Improvements completed on or before June 30December 31, 2008 2010 and the final request for disbursement shall be no later than August March 31, 20082011. 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 $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 additional improvement allowance as provided in Paragraph 3 of the Second Amendment, Lessee shall have the rights and remedies provided in Paragraph 4 of the Second Amendment and the provisions of Paragraph 4 of the Second Amendment shall apply to Lessee’s exercise of such rights and remedies.

Tenant Improvement Allowance. A. Subject to Tenant’s compliance with the provisions of this Exhibit B, Landlord shall provide to Tenant an allowance in the amount of up to Seven and 50/100 Dollars and (a$7.50) Pursuant to per rentable square foot of the Existing Master Lease, Lessor agreed to make available to Lessee Expanded Premises or $716,677.50 (the “Tenant Improvement Allowance”) to construct and install only the Tenant Improvements. As 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 Effective Date, Lessor has advanced Expanded Premises or $3,854,180.35 238,892.50 (the “Building Systems Allowance”) to pay for the cost of replacing and/or upgrading all VAV boxes and associated ductwork in the Improvement Allowance, leaving a balance of $1,145,819.65 which may be funded. Lessee acknowledges 000 Xxxx Xxxxx Building 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 000 Xxxx Xxxxx Building and certain capital other replacements or improvements to the Facilitiesbuilding systems serving the 000 Xxxx Xxxxx Building and/or 000 Xxxx Xxxxx Building mutually approved by Landlord and Tenant (collectively, the “Building Systems Improvements”) and for no other purpose. Such additional improvement allowance The Tenant Improvement Allowance and the Building Systems Allowance are sometimes collectively referred to herein as the “Allowances.” Landlord shall be used only for completion have no obligation to disburse all or any portion of capital improvements the Allowances to the Facilities which shall be approved and constructed in accordance with Tenant unless Tenant makes a progress payment request pursuant to the terms and provisions conditions of Paragraph 2 Section 5.B. below after the date of the Second Amendment but prior to Consolidated and Restated Master Lease dated that date which is twelve (12) months after the Expansion Commencement Date (as of June 25, 2005 (such term is defined in the “Second Amendment”). The term “Capital Improvements” as and where used in Paragraph 2 of the Second Amendment Tenant Improvements shall be deemed to include such capital improvements. The additional $5,000,000.00 improvement allowance shall be requested constructed after the mutual execution and disbursed in accordance with the provisions of Paragraph 3 delivery of the Second Amendment. The term 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 AllowanceCosts”), 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 where used profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in Paragraph 3 connection with the construction of the Second AmendmentTenant Improvements or the Building Systems Improvements, as applicable; 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 or the Building Systems Improvements, as applicable, following Tenant’s and Landlord’s approval of the Construction Documents; (vi) Utility connection fees; (vii) Inspection fees and filing fees payable to 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 deemed to include the maximum contribution by Landlord for the Tenant Improvement Costs and refer 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 additional $5,000,000.00 improvement allowanceterms contained hereinbelow. B. Subject to Section 5.A. above, except that such additional improvement allowance 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 of the Tenant Improvement Allowance and the Building System Allowance shall be available 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 Capital Improvements the work completed and to be paid by said progress payment, conditioned only on or before June 30the payment of the sums set forth in the mechanics’ lien release, 2008 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 (c) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been completed 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 materials and supplies used as provided in Paragraph 4 of the Second Amendment. In the event Lessor fails to pay Lessee any installment date of Tenant’s request for the additional improvement allowance as provided in Paragraph 3 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 Second Amendment, Lessee shall have work completed and materials and supplies used as deemed reasonably necessary by Landlord. Within thirty (30) days from the rights and remedies provided in Paragraph 4 satisfaction of the Second Amendment and conditions set forth in the provisions of Paragraph 4 immediately preceding sentence, Landlord shall request from its lender disbursement of the Second Amendment Tenant Improvement Allowance and Building System Allowance progress payments and shall apply to Lessee’s exercise diligently pursue the release of such rights funds in a timely manner. Landlord shall make such progress payments to Tenant within ten (10) business days of Landlord’s receipt of such funds. Notwithstanding the foregoing to the contrary, Landlord shall be entitled to withhold and remediesretain 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. 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 constructing the Tenant Improvements be less than the Tenant Improvement Allowance, the Tenant Improvement Allowance shall be automatically reduced to the amount equal to said actual cost. Should the total cost of constructing the Building Systems Improvements be less than the Building Systems Allowance, the Building Systems Allowance shall be automatically reduced to the amount equal to said actual cost.

Tenant Improvement Allowance. In addition to performing the Tenant Improvement Work as defined in this Work Letter, Landlord shall also provide Tenant with a tenant improvement allowance in the amount of One Hundred Two Thousand Three Hundred Fifty-Two Dollars (a$102,352.00) Pursuant ("Landlord's Amortizing Contribution") towards the cost related to installing certain Non-Standard upgraded carpet tiles and the Existing Master Lease, Lessor agreed to make available to Lessee cost of relocating and re-installing Tenants furniture in connection with such carpet installation (as itemized as "Alternate A" in the Improvement AllowanceCost Estimate) (the "Amortizing Improvements"). As Any portion of the Effective Date, Lessor has advanced $3,854,180.35 Landlord's Amortizing Contribution funded by Landlord shall be amortized over the sixty (60) month Term of the Improvement AllowanceLease as extended by this Amendment using an interest factor of ten percent (10%) per annum, leaving a balance of $1,145,819.65 which may be funded. Lessee acknowledges and agrees that, as the Basic Rent payable during the initial sixty (60) months of the Effective Date, the Improvement Allowance Adjustment Amount (which is an annual amount) is $395,053.49. (b) In connection with Lease as extended by 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 Facilities. Such additional improvement allowance shall be used only for completion of capital improvements to the Facilities which shall be approved and constructed in accordance with the terms and provisions of Paragraph 2 of the 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 Second Amendment shall be deemed to include such capital improvements. The additional $5,000,000.00 improvement allowance shall be requested and disbursed in accordance with the provisions of Paragraph 3 of the Second Amendment. The term “Improvement Allowance”, as and where used in Paragraph 3 of the Second Amendment, shall be 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 said amortized payments, retroactive to August 1, 2005. Upon request by Landlord, the Improvement Allowance Adjustment Amount for each disbursement amount of such additional $5,000,000.00 improvement allowance as rental adjustment shall be memorialized on a form provided in Paragraph 4 of the Second Amendmentby Landlord. In the event Lessor fails to pay Lessee any installment request for that the additional improvement allowance as provided in Paragraph 3 amount of the Second Amendmentrental adjustment is finally determined, Lessee Tenant shall have promptly pay to Landlord a lump sum amount equal to the rights total accrued sums owing due to the retroactive adjustment. It is further understood and remedies provided in Paragraph 4 agreed that the Amortizing Improvements shall be scheduled and shall be substantially completed not later than December 31, 2005 to be eligible for funding by the Landlord's Amortizing Contribution, and that Landlord shall not be obligated to fund any portion of the Second Amendment and the provisions of Paragraph 4 of the Second Amendment shall apply to Lessee’s exercise of Landlord's Amortizing Contribution for Amortizing Improvements commenced after such rights and remediesdate.

Tenant Improvement Allowance. (a) Pursuant to the Existing Master LeaseSecond Amendment, Lessor agreed to make made available to Lessee the Improvement Allowance. As of the Effective Date, 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 an Improvement Allowance Adjustment Amount of Five Million Dollars (which is an annual amount) is $395,053.49. (b) In connection with this 5,000,000). Pursuant to the Third Amendment, Lessor has agreed made an additional Improvement Allowance of Five Million Dollars ($5,000,000) available to make 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 ($5,000,000.00 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 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 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 Second Amendment shall be deemed to include such capital improvements. The additional $5,000,000.00 improvement allowance shall be requested and disbursed in accordance with the provisions of Paragraph 3 of the Second Amendment. The term “Improvement Allowance”, as and where used in Paragraph 3 of the Second Amendment, shall be deemed to include and refer to the additional $5,000,000.00 improvement allowanceallowance provided for in this paragraph, except that such additional improvement allowance shall be available for Capital Improvements completed on or before June 30August 31, 2008 2014 and the final request for disbursement shall be no later than August October 31, 20082014. 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 $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 additional improvement allowance as provided in Paragraph 3 of the Second Amendment, Lessee shall have the rights and remedies provided in Paragraph 4 of the Second Amendment and the provisions of Paragraph 4 of the Second Amendment shall apply to Lessee’s exercise of such rights and remedies.