Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Lease.

Tenant Improvements. Unless specified otherwise hereinThe tenant improvement work (“Tenant Improvements”) shall consist of the work required to complete certain improvements to the Premises pursuant to approved “Working Drawings and Specifications” (as defined below). Tenant shall employ a licensed architect reasonably acceptable to Landlord (the “Architect”) for preparation of the Preliminary Plan and Working Drawings and Specifications (as hereinafter defined), and shall cause the Architect to inspect the Premises to become acquainted with all existing conditions. Tenant shall contract with a general contractor chosen as the result of a competitive bid process described below, to construct the Tenant Improvements at Tenant’s sole const and expense. The Tenant Improvements work shall be undertaken and prosecuted in accordance with the following requirements: A. Tenant shall submit the following to Landlord: (i) a detailed preliminary space plan for the Tenant Improvements prepared by the Architect, which shall include interior partitions, ceilings, interior finishes, interior doors, suite entrance, floor coverings, window coverings, lighting, electrical and telephone outlets, plumbing connections, heavy floor loads and other special requirements (“Preliminary Plan”), (ii) working drawings and specifications prepared by the Architect based on the approved Preliminary Plan (the “Working Drawings and Specifications”), and (iii) any change proposed by Tenant to the approved Working Drawings and Specifications (“Change”). Within ten (10) business days following its submission to Landlord, Landlord shall approve (by signing a copy thereof) or shall disapprove the Preliminary Plan, the Working Drawings and Specifications and/or the Change. If Landlord disapproves the Preliminary Plan, Working Drawings and Specifications or Change, Landlord shall specify in detail the reasons for disapproval and Tenant shall cause the Architect to modify the Preliminary Plan, Working Drawings and Specifications or Change to incorporate Landlord’s suggested revisions in a mutually satisfactory manner. Tenant agrees and acknowledges that Landlord will not check the Preliminary Plan, the Working Drawings and Specifications and/or any Change for building code compliance (or other federal, state or local law, ordinance or regulations compliance), and that Tenant and its Architect shall be solely responsible for such matters. B. It is understood that except as provided below, the Tenant Improvements shall only include actual improvements to the Premises approved by Landlord as provided above, and shall exclude (but not by way of limitation) Tenant’s furniture, trade fixtures, partitions, equipment and signage improvements, if any. Further, the Tenant Improvements shall incorporate Landlord’s building standard materials and specifications (“Standards”). No deviations from the Standards may be required by Tenant with respect to doors and frames, finish hardware, entry graphics, the ceiling system, light fixtures and switches, mechanical systems, life and safety systems, and/or window coverings; provided that Landlord may, in its sole discretion, authorize in writing one or more of such deviations, in which event Tenant shall be solely responsible for the cost of replacing same with the applicable Standard item(s) upon the expiration or termination of this Lease. All other non-standard items (“Non-Standard Improvements”) shall be subject to the prior approval of Landlord, which may be withheld in Landlord’s sole discretion. Landlord shall in no event be required to approve any Non-Standard Improvement if Landlord determines that such improvements (i) is of a lesser quality than the corresponding Standard, (ii) fails to conform to applicable governmental requirements, (iii) requires building services beyond the level Landlord has agreed to provide Tenant under this Lease, or (iv) would have an adverse aesthetic impact from the exterior of the Premises. C. Tenant shall submit the approved Working Drawings and Specifications to a competitive bidding process involving at least the following three (3) licensed general contractors approved by Landlord. Each general contractor shall solicit bids from at least three (3) subcontractors for each major trade. If required by Landlord, Tenant shall bear use the electrical, mechanical, plumbing and pay fire/life safety engineers and subcontractors designated by Landlord. All other subcontractors shall be subject to Landlord’s reasonable approval, and Landlord may require that one or more designated subtrades be union contractors. Tenant shall provide copies of the cost bid responses to Landlord. Upon selection of the lowest qualified bidder (the “TI Contractor”), Tenant shall enter into a “lump sum” construction contract (the “TI Contract”) with the TI Contractor for construction of the Tenant Improvements. If requested by Landlord, Tenant shall deliver a copy of the TI Contract to Landlord. Tenant shall cause the Tenant Improvements work to be constructed in a good and workmanlike manner in accordance with the approved Working Drawings and Specifications. D. Prior to commencement of construction of the Tenant Improvements, Tenant shall provide a payment and performance bond naming Landlord as insured, in an amount and issued by a licensed surety acceptable to Landlord, to insure the faithful performance of the Tenant Improvements work in accordance with the approved Working Drawings and Specifications. E. Prior to the commencement of the Tenant Improvements work, Tenant shall deliver to Landlord a copy of the final application for permit and issued permit for the work. F. The TI Contractor and each of its subcontractors shall comply with Landlord’s requirements as generally imposed on third party contractors, including without limitation all insurance coverage requirements and the obligation to furnish appropriate certificates of insurance to Landlord, prior to commencement of construction or the Tenant Improvements work. G. A construction schedule shall be provided to Landlord prior to commencement of the construction of the Tenant Improvements work, and weekly updates shall be supplied during the progress of the work; provided however, that the completion of the Tenant Improvements shall not be a condition of, or affect, the Commencement Date of this Lease. H. Tenant shall give Landlord ten (which cost 10) days prior written notice of the commencement of construction of the Tenant Improvements work so that Landlord may cause an appropriate notice of non-responsibility to be posted. I. The Tenant Improvements work shall includebe subject to inspection at all times by Landlord and its construction manager, and Landlord and/or its construction manager shall be permitted to attend weekly job meetings with the TI Contractor. J. Tenant shall apply and pay for all utility services required for the Tenant Improvements work. K. Upon completion of the work, Tenant shall cause to be provided to Landlord (i) as-built drawings of the Tenant Improvements work signed by the Architect, (ii) CADD disks of the improved space compatible with Landlord’s CADD system, (iii) a final punch list signed by Tenant, (iv) final and unconditional lien waivers from the TI Contractor and all subcontractors, (v) a duly recorded notice of completion of the improvement work, and (vi) a certificate of occupancy for the Premises (collectively, the “Close-Out Package”). L. The Tenant Improvements work shall be prosecuted at all times in accordance with all state, federal and local laws, regulations and ordinances, including without limitation all OSHA and other safety laws, the Americans with Disabilities Act (“ADA”) and all applicable governmental permit and code requirements. M. All of the provisions of this Lease (including, without limitation, the costs provisions of construction as provided for in the Tenant Improvement Contractor’s contractSections 7.4, the cost of permits, 10.1 and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord 10.3) shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signageapply to, and shall be available to binding on Tenant only until with respect to, the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion construction of the Tenant Improvement AllowanceImprovements. N. Landlord shall permit Tenant and its contractors to enter the Premises prior to the Commencement Date of the Lease in order that Tenant may construct the Tenant Improvements in the Premises through Tenant’s own contractors prior to the Commencement Date. The foregoing license to enter the Premises prior to the Commencement Date is, however, conditioned upon the compliance by Tenant’s contractors with all requirements imposed by Landlord on third party contractors, including without limitation the maintenance by Tenant and its contractors and subcontractors of workers’ compensation and public liability and property damage insurance in amounts and with companies and on forms satisfactory to Landlord, with certificates of such insurance being furnished to landlord prior to proceeding with any such entry. The entry shall be deemed to be under all of the provisions of the Lease except as to the covenants to pay rent. Landlord shall have no obligation not be liable in any way for any injury, loss or damage which may occur to make disbursements any such work being performed by Tenant, the same being solely at Tenant’s risk. O. Tenant hereby designates Jxxx Xxxxxxx, Telephone No. (000) 000-0000, as its representative, agent and attorney-in-fact for the purpose of receiving notices, approveing submittals and issuing requests for Changes, and Landlord shall be entitled to rely upon authorizations and directives of such persons) as if given directly by Tenant. Tenant may amend the Tenant Improvement Allowance designation of its construction representative(s) at any time that Landlord has delivered upon delivery of written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Lease.

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of perform tenant improvement work with respect to the Tenant Improvement Allowance at any time Premises, provided however that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this shall be required to perform Landlord’s Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in Section 6.A above. All initial tenant improvements which Tenant desires to install in the Building (the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted Tenant Improvements”) shall be constructed by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with plans and specification approved by Landlord and the provisions requirements of this Paragraph 3 Section 6.B and Article 7 below, at Tenant’s sole cost (but except as provided in no event more than $65 per square foot Section 6.C below). The process for approval and disapproval of Tenant’s plans and specifications for the applicable space under construction), Tenant Improvements is described in Section 7.A below. Any supplemental HVAC system installed as follows: (i) Not later than part of the 25th day of each month Tenant Improvements shall submit applications for payment to Landlord be in locations and installed in a form manner reasonably acceptable to Landlord. In addition, including subject to approval of all governmental authorities and to Landlord’s reasonable approval as to design and location, Tenant Improvement Contractor’s Application would have the right to install satellite dish(es) and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion antennas on the roof of the cost of the Tenant Improvements allocable to laborBuilding, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments provided that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work such installation shall be performed by a licensed contractor in a good and materials for the entire Leased Premises workmanlike manner, and Common Areasin a manner that does not invalidate any roof related warranties, and (ii) such dishes and antennas shall be screened in a manner reasonably acceptable to Landlord. The Tenant Improvements shall not be removed or altered by Tenant except as provided in Section 6.D and Article 7 below. Tenant shall have the estimated cost right to depreciate and claim and collect any investment tax credits for the Tenant Improvements and Work Allowance Improvements during the Lease Term to the extent paid for by sources other than the Work Allowance. Tenant shall not have the right to depreciate or claim or collect any investment tax credits for the Tenant Improvements or Work Allowance Improvements during the Lease Term to the extent paid for by the Work Allowance. Upon expiration of all professional servicesthe Lease Term or any earlier termination of the Lease, fees the Tenant Improvements shall become the property of Landlord and permits shall remain upon and be surrendered with the Premises, and title thereto shall automatically vest in connection therewithLandlord without any payment therefore, except to the extent Tenant is required to remove them pursuant to other provisions of this Lease. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection associated with the Tenant Improvement work haveImprovements, in fact, been paid. The foregoing shall not be read subject to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the LeaseSection 6.C below.

Tenant Improvements. Unless Landlord shall cause its contractor to make such improvements to the Suite 100 Expansion Space as may be specified otherwise hereinby Tenant and approved by Landlord, such specification and approval to be completed not later than April 30, 2021 (“Tenant shall bear and pay the cost Improvements”). Landlord hereby approves of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for to include installing glass partitions in the Tenant Improvement Contractorground floor common area and removing the two existing doors in order to separate/designate the ground floor restrooms and adjacent hallway for Tenant’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant exclusive use as shown in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which Exhibit B. All such improvements shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance set forth at any one time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described belowpart of a single plan, it being understood that Landlord shall make progress payments from the Tenant Improvement Allowance not be required to Tenant undertake multiple jobs. All materials and finishes utilized in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of completing the Tenant Improvements allocable shall be Landlord’s building standard. Should Landlord submit any matter to laborTenant for approval, materials and equipment incorporated in Tenant shall approve or reasonably disapprove same (with reasons specified) within 5 business days. Landlord’s total contribution for the Building or Common Areas during the period from the first day Tenant Improvements shall not exceed $166,070.00 (“Landlord Contribution”). It is understood that Landlord shall be entitled to a supervision/administrative fee equal to 3% of the same month projected through the last day of the month. Each application for payment shall set forth such information total hard and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlordsoft construction cost, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or which fee shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or Landlord Contribution. Any excess cost shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as borne solely by Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, to Landlord within 10 days following Landlord’s billing for such excess cost. Tenant understands and agrees that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost Landlord Contribution not utilized by Tenant as part of the single improvement project on or before December 31, 2021 shall inure to the benefit of Landlord and Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord shall not be entitled to any credit or payment or to apply any such savings toward additional work. It is less than understood that the Tenant Improvement AllowanceImprovements shall be done during Tenant’s occupancy of the Suite 100 Expansion Space. In this regard, Landlord Tenant agrees to assume any risk of injury, loss or damage which may result and that no rental abatement shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which result while the Tenant Improvement Allowance exceeds Improvements are completed in the portion of such cost theretofore paid by LandlordPremises. Landlord shall have no obligation use commercially reasonable efforts to advance perform the Tenant Improvement Allowance Improvements such that it minimizes disruption to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement ContractorTenant’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work havebusiness activities, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default which may include working after hours and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Leaseon weekends as requested by Tenant.

Tenant Improvements. Unless specified otherwise hereinLandlord shall provide a tenant improvement allowance of up to, but not to exceed, $16.50 per RSF, based on the mutually acceptable space plan of the Modified Premises, to be used within the first eighteen (18) months of the Lease Extension Term. Based on 21,520 rentable square feet the tenant improvement allowance will be $355,080. A space plan of the Modified Premises acceptable to both Landlord and Tenant must be completed in a timely manner. All tenant improvements must be completed by September 30, 2005. Tenant shall bear give immediate attention to its space plan requirements and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction notify Landlord as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long soon as Tenant is not prepared to meet with Landlord’s architect in monetary or material non-monetary default under order to prepare a space plan for Landlord’s review and approval. The total square feet of Rentable Area used to initially determine the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot dollar value of the applicable space under construction, which tenant improvement allowance shall be utilized 21,520 RSF. The tenant improvement allowance shall be adjusted when the square feet of Rentable Area of the Modified Premises is determined. The tenant improvement allowance may only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for actual tenant improvements, including, but not limited to, build-out, carpeting, painting, HVAC upgrades, electrical upgrades (including a full scale UPS unit), data and phone cabling, security systems, raised floor, furniture or any other tenant improvements required by Insightful Corporation. Any costs associated with increasing the electrical and cooling capacities from their current levels shall be included in the tenant improvement allowance. Landlord and Tenant shall mutually agree upon the specifications and locations of any electrical, HVAC and card key security upgrades, including any UPS units. Lease Amendment (Lease Extension) – Insightful Corporation May 11, 2004 Tenant may install a UPS unit of a type and in a location mutually acceptable to both Landlord and Tenant. Landlord shall permit Tenant to install an additional HVAC unit for Tenant’s server room of a type and in a location mutually acceptable to both Landlord and Tenant, and which shall include the installation of one additional condensing unit at the building improvements to roof; the portion additional rooftop condensing unit shall be installed at a location approved by Landlord, mounted on sleepers and in such a manner that there is no penetration of the Common Areas described building roof. Unless their removal is required by Landlord as provided in Paragraph 2(c) Section 12 of the Lease), all additions, alterations and for any related costsimprovements made to the Premises shall become the property of Landlord and shall be surrendered with the Premises upon the expiration of the Lease Extension Term including, including but not limited to designto, engineering, construction, HVAC equipment and furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding acquired at the date expense of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by TenantLandlord; provided, however, Tenant’s equipment, machinery, furniture and trade fixtures, not acquired at the expense of Landlord, which can be removed without damage to the Premises shall remain the property of Tenant and may be removed, subject to the provisions of Section 13b of the Lease. Pursuant to Section 9 (Services and Utilities) of the Lease, Tenant shall install and maintain equipment that measures the electric current consumed by any HVAC equipment currently installed for Tenant’s exclusive use at Tenant’s server room, as well as any additional HVAC equipment to be installed per Section 7 of this Amendment, including, but not limited to, any rooftop condensing units or other peripheral equipment required for the operation of any HVAC equipment installed per Section 7 for the exclusive use of Tenant. Tenant shall be solely responsible for all costs related to the maintenance and repair of this equipment. Tenant shall reimburse Landlord for all electric current consumed in the operation of said HVAC equipment used exclusively by Tenant. Tenant agrees to pay to Landlord promptly upon demand by Landlord for all such electric current consumed, as shown by any electric current meters installed, at the rates charged for such services by the City of Seattle or the local public utility furnishing the same, plus any reasonable additional expense, if any, incurred in keeping account of the electric current so consumed. Landlord will not agree to any unused tenant improvement balance being applied towards Rent. Landlord shall have no obligation pay up to make disbursements of $5,000.00 (five thousand dollars) for space planning, engineering fees and construction drawings (“Planning Allowance”). The Planning Allowance is separate from and in addition to the Tenant Improvement Allowance at any time that Landlord has delivered written notice tenant improvement allowance. Following completion of a monetary or material non-monetary default under the Lease or this Work Letter by mutually agreed upon final space plan, Landlord will promptly cause to be prepared and delivered to Tenant until such default has been curedan estimate of construction costs. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the estimated construction cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the tenant improvement allowance, the estimated construction cost will be deemed approved unless Tenant Improvement Allowancenotifies Landlord of Tenant’s objection to the construction cost estimate within five (5) business days of Tenant’s receipt of the estimate. Landlord thereafter shall take reasonable steps to modify the estimate of construction costs to address Tenant’s objection and shall deliver to Tenant a revised estimate of construction cost. If the estimated construction cost is more than the tenant improvement allowance, Landlord shall reimburse Tenant for costs expended will establish the maximum approved cost (“Tenant’s Maximum Approved Cost”) by Tenant for Tenant Improvement work up either: a) Agreeing in writing to pay the amount by which the Tenant Improvement Allowance estimated construction cost exceeds the portion of such cost theretofore paid tenant improvement allowance or; Lease Amendment (Lease Extension) – Insightful Corporation May 11, 2004 b) Agreeing to have the space plan revised by Landlord. Landlord ’s architect, the cost for which shall have no obligation to advance the Tenant Improvement Allowance be subject to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have Planning Allowance above and any responsibility for the cost of the Tenant Improvement Work costs in excess of the Improvement AllowancePlanning Allowance shall be at Tenant’s sole cost and expense, in order to assure that the estimated construction cost is either: i) No more than the tenant improvement allowance; or ii) Exceeds the Tenant improvement allowance by an amount that the Tenant agrees to pay. After exhaustion of the tenant improvement allowance, any amount payable by Tenant for tenant improvements in excess of the tenant improvement allowance shall be billed periodically to Tenant by Landlord as the work proceeds, and Tenant agrees to pay each such invoice within fifteen (15) business days following its delivery. Tenant will give immediate attention to establishing Tenant’s Maximum Approved Cost and respond to Landlord within five (5) business days of receipt of the estimate of construction costs. Upon Tenant’s timely fulfillment of its obligations above, Tenant’s Maximum Approved Cost will be established. Upon establishment of Tenant’s Maximum Approved Cost, Landlord will cause to be prepared and delivered to Tenant the working drawings, the construction schedule, and the final construction budget proposal for the improvements in accordance with the final space plan. If the final construction budget is less than Tenant’s Maximum Approved Cost, the Landlord will take steps necessary to commence construction of the improvements to the premises in coordination with Tenant. If the final construction budget is more than Tenant’s Maximum Approved Cost, Landlord will so notify Tenant in writing and Tenant will 1) agree in writing to pay the amount by which the final construction budget exceeds the Tenant’s Maximum Approved Cost or 2) request Landlord to revise the working drawings, the cost for which shall be subject to the Planning Allowance above and any costs in excess of the Planning Allowance shall be at Tenant’s sole cost and expense, in order to assure that the final construction budget is no more than Tenant’s Maximum Approved Cost. Tenant will give its immediate attention to Tenant’s Maximum Approved Cost approval process and to respond to Landlord within five (5) business days after submissions. Following approval of the final working drawings and Tenant’s Maximum Approved Cost by Landlord and Tenant, Landlord will cause application to be made to the appropriate governmental authorities for necessary approvals and building permits. Upon receipt of the necessary approvals and permits, Landlord will begin construction of the improvements, subject to the rights of Tenant in possession or upon vacation of premises by Tenant in possession. Landlord shall have no obligation coordinate construction of the improvements with Tenant. Landlord shall promptly notify Tenant of any changes to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection the aforementioned construction schedule. Landlord shall contract with the Tenant Improvement work havespace planner and all contractors associated with the tenant improvements, in fact, been paidwith the exception of Tenant’s consultants. The foregoing electrical contractor will be NetVersant Power Systems; the HVAC contractor will be XxxXxxxxx-Xxxxxx Facility Services. Construction drawings shall not be read prepared by Landlord’s architect. Landlord shall obtain and Lease Amendment (Lease Extension) – Insightful Corporation May 11, 2004 reasonably consider bids from three (3) general contractors prior to prevent selecting the general contractor to construct the tenant improvements. Landlord will coordinate the tenant improvement construction at no cost to Tenant. Tenant from curing may, at its option and subject to approval by Landlord, contract directly with contractors for the applicable default installation of phone and then being entitled data cabling, purchase and installation of furniture, and any other tenant improvement expense approved by Landlord. The costs for any such work or purchases shall be paid by Landlord as a part of the tenant improvement allowance. Tenant shall agree to submit any contractor’s invoices received by Tenant for such work or purchases to Landlord in a timely manner; Landlord shall make payment for any such work directly to Tenant’s contractors. During the course of the construction of the improvements to the applicable disbursement once Premises, Landlord shall notify Tenant promptly of any change to the default is cured if such cure is completed within working drawings that adversely affects Tenant’s intended use of the applicable cure periodPremises, or which increases the cost of construction and exceeds the tenant improvement allowance and thereby affects Tenant’s Maximum Approved Cost, if any; such notification shall include the total proposed cost of such change if such cost exceeds the tenant improvement allowance. If any increase in the cost of construction should exceed the tenant improvement allowance and no Tenant’s Maximum Approved Cost has previously been established, expressly set forth Tenant’s Maximum Approved Cost shall be established as outlined above. Tenant shall notify Landlord in this Work Letter writing of its approval or disapproval of any such change within five (5) business days after receipt of such notification. If Tenant fails to respond to such notification within five (5) business days after delivery by Landlord, Tenant will be deemed to have approved the Leaseproposed change, as well as any increase in cost to Tenant, and Landlord will proceed to perform the change. If Tenant timely notifies Landlord of its disapproval of any change to the working drawings, Landlord and Tenant shall work together to reasonably modify the working drawings to address Tenant’s concerns with respect to such change. Any tenant improvement, build-out or construction performed by Landlord shall be performed in a good and workmanlike manner and shall comply with any government building codes or ordinances, including the Americans with Disabilities Act (ADA).

Tenant Improvements. Unless specified otherwise hereinAll improvements to the Premises installed by Landlord or Tenant (collectively, "Tenant shall bear Improvements") will be owned by Landlord and pay will remain upon the cost Premises without compensation to Tenant. However, Tenant, by written notice to Landlord, may remove, at Tenant's expense, any or all of the following on or before the Expiration Date (or earlier termination): (1) any Tenant Improvements (which cost shall include, without limitation, that were installed by the Tenant that are in excess of the costs associated with standard office improvements; and (2) Tenant's personal property (collectively, "Tenant's Removable Property"). Tenant will be required to remove any batteries, generators, fuel tanks and security systems (not including interior wiring) installed by Tenant. The Tenant will replace all Removed "Tenant Improvements" which were in "excess of construction as provided for standard" with leasehold improvements which would be considered STANDARD, in order to leave the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained Premises in a reasonably leaseable/useable condition by an office tenant. Tenant's Removable Property shall be removed by Tenant in connection with Tenant Improvementsbefore the Expiration Date or date of termination of this Lease, office improvementsif earlier than the Expiration Date, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under constructionthat upon Landlord's prior written consent, which shall not be utilized only unreasonably withheld, Tenant may remain in the Premises for building improvements up to five days after the Expiration Date for the sole purpose of removing Tenant's Removable Property. Tenant's possession of the Premises for such purpose shall be subject to all terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term. Tenant shall repair damage caused by the installation or removal of Tenant's Removable Property. If Tenant fails to remove any of Tenant's Removable Property, Landlord may, to the Building fullest extent permitted by Law: (but a 1) treat such Tenant's Removable Property as abandoned by Tenant with full rights of ownership in Landlord; (2) remove and store any of Tenant's personal property at Tenant's expense with reimbursement by Tenant to Landlord upon demand; and/or (3) sell or dispose of such Tenant's Removable Property without delivering any proceeds to Tenant. To the fullest extent permitted by applicable Law, any unused portion thereof up to a maximum of $5 per rentable square foot Tenant's Security Deposit may be used applied to offset Landlord's costs set forth in the preceding sentence. Notwithstanding the foregoing, Tenant, at the time it requests approval for building improvements to the portion of the Common Areas described a proposed Alteration (defined in Paragraph 2(c) of the LeaseSection 10.C.), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to may request in writing that Landlord advise Tenant whether the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide Alteration or any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment Alteration will be designated as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks's Removable Property. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Lease.

Tenant Improvements. Unless specified otherwise herein, The Tenant Improvements shall bear be furnished and pay installed within the cost of Premises substantially in accordance with the Working Drawings to be prepared by the Tenant Architect and approved by Landlord in writing in accordance with this Workletter. All Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained will be managed by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available furnished and installed by the selected Premises Contractor at the expense of Tenant, subject to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion application of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of Tenant hereby acknowledges that the Special Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and Improvements described on Schedule B-4 are subject to measurement the approval of applicable governmental authorities and adjustment as described in applicable Regulations. Landlord and Tenant agree that to the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications extent it will save time and money for payment prepared, certified and submitted by Tenant as described belowall involved, Landlord shall make progress payments from the Tenant Improvement Allowance may choose to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in combine a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application TI Work (for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect example improvements to the Building have been paid electrical and HVAC systems) necessary to date or shall be paid from accommodate Tenant’s Special Tenant Improvements with the proceeds now ongoing Base Building Improvements described in Section 3 of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been curedSchedule B-1. If upon completion such election is made, then to be included in the Costs of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permitsTI Work, the portion of the scope and cost of such work to be included in the Tenant Improvement Work, architects’ Costs of the TI Work shall be described in a change order to such existing construction contract that is signed by both Landlord and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant. The Tenant Improvement Allowance exceeds may be applied to the portion cost of such cost theretofore paid by Landlordany Special Tenant Improvements. Landlord shall have no obligation to advance enter the Premises Contract with the Premises Contractor. The Tenant Improvements shall be constructed in accordance with the Premises Contract and the Working Drawings prepared by the Tenant Improvement Allowance Architect and approved by Tenant and Landlord in accordance with Section 5 below, and permitted by the City of Seattle. If the Premises Contractor delivers any proposed change to the extent it exceeds Premises Contract, Tenant shall promptly be provided an “open book” explanation and documentation to support such change or any alteration in the total cost proposed stipulated sum for the Costs of the Tenant Improvement TI Work. In no event shall Landlord have , and be afforded an opportunity to review and approve any responsibility alteration in the approved stipulated sum for the cost Costs of the Tenant Improvement TI Work in excess of before the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement affected work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Leaseperformed.

Tenant Improvements. Unless specified otherwise (a) Tenant shall complete all improvements required or desired by Tenant for Tenant’s use of the Leased Premises (collectively, the “Tenant Improvements”) according to the Tenant Improvement Plans (defined below) as provided herein. It is understood that the Tenant Improvements may include, subject to the provisions hereof, the following: 1. The interior improvements within the Leased Premises, including but not limited to clinical labs, administrative offices, dormitories, server room, commercial kitchen, commercial laundry, pharmacy and chemical storage. 2. Tenant may improve for its exclusive use and control, any building stairwells that are internal to the Leased Premises, and may integrate those stairwells into Tenant’s security systems. 3. Tenant may install an uninterrupted power supply (UPS) system and emergency stand-by battery system, and may use a portable generator (in addition to the external auxiliary generator) during emergencies. Tenant may use reasonably necessary riser space for the connection of these systems to the Leased Premises. 4. As provided above, Tenant shall install generator, chemical storage and platform lift at the rear of the Building, and shall not be charged extra rent or other fee for the use of this area. 5. Tenant shall be entitled to construct antennae and/or satellite dish (the “Antennae”) on that portion of the roof of the Building located immediately above the Leased Premises, and shall not be charged extra rent or other fee by Landlord for the Antennae or the use of roof space for the Antennae. (b) Subject to sections (l), (n) and (s) below, Tenant shall bear the entire cost of the construction of the Tenant Improvements, including, without limitation, all architectural and pay engineering fees associated with the cost space planning for the Leased Premises, the design of the Tenant Improvements and preparation of the Tenant Improvement Plans (including any changes to the Shell Plans required therefore) and any changes thereto; all labor, material and equipment costs; additional janitorial services; general tenant signage; permit fees; and taxes and insurance costs related to the construction of the Tenant Improvements to the extent not included in Operating Costs (the “Tenant Improvement Construction Costs”). Landlord shall not charge or be entitled to receive payment of any fee in connection with or during the construction of the Tenant Improvements or Tenant’s move-in, including without limitation any project management, supervision or review fee, or any fee for the use of the Building services (such as, but not limited to, loading dock, parking or freight elevators, nor shall Tenant be charged for utilities consumed during construction of the Tenant Improvements). (c) Landlord shall make available to Tenant, the construction, architectural and engineering information reasonably requested by Tenant’s architect or general contractor. Tenant shall submit to Landlord construction drawings and specifications for the Tenant Improvements (the “Tenant Improvement Plans”) within one hundred twenty (120) days after the Effective Date of this Lease. The Tenant Improvement Plans shall consist of detailed plans and specifications for the construction of the Tenant Improvements in accordance with all applicable governmental laws, codes, rules and regulations, including partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for any modifications to the mechanical and plumbing systems of the Building. The Tenant Improvement Plans shall specifically include a requirement for expansion joints for every twenty (20) feet on all interior walls and above all doorways and other openings. The Tenant Improvement Plans must be approved by Landlord as provided herein. (d) Within five (5) business days after Landlord’s receipt of the Tenant Improvement Plans, Landlord shall submit to Tenant in writing any requested changes thereto, and Landlord and Tenant shall thereafter work together in good faith to agree upon final Tenant Improvement Plans. Landlord’s approval of the Tenant Improvement Plans shall not be unreasonably delayed or withheld, provided that they comply with all applicable governmental laws, codes, rules and regulations and the provisions of this Lease. Notwithstanding the foregoing, Landlord’s approval of any changes to the Building systems or the exterior or structural components of the Building, including relocation or alteration of stairwells and elevators, shall be subject to Landlord’s approval, and shall be subject to approval by Landlord’s structural engineer. If Landlord’s structural engineer fails to approve any such portion of the Tenant Improvement Plans, the specific reasons for such disapproval shall be provided to Tenant, together with specific drawings and other corrections necessary to correct the specific reasons for such disapproval. If Tenant modifies the Tenant Improvement Plans to specifically incorporate the drawings and other corrections made by Landlord’s structural engineer, the modifications of the exterior or structural components of the Building shall be deemed to be approved by Landlord. Landlord shall not refuse, without adequate justification, to approve the final Tenant Improvement Plans within thirty (30) days after Landlord’s receipt thereof. In the event Landlord does disapprove the Tenant Improvement Plans, as submitted, the parties shall cooperate fully to achieve a final approved set of plans in conformity with this Work Letter. If, despite good faith efforts, the parties cannot agree on a final approved set of Tenant Improvement Plans Landlord and Tenant shall each have the right to terminate the Lease by notice to the other at such time, and in the event of such termination the first month’s Base Rent shall be promptly returned to Tenant. (e) No approval by Landlord or Landlord’s architects and/or engineers of the Tenant Improvement Plans or any of Tenant’s drawings, plans and specifications that are prepared in connection with any construction of improvements in the Leased Premises shall in any way be construed or operate as a representation or warranty by Landlord as to the adequacy of such drawings, plans and specifications, or the improvements to which they relate, for any use, purpose, or condition, but such approval shall merely satisfy the requirement of consent by Landlord under this Lease as to Tenant’s right to construct the improvements in the Leased Premises in accordance with such drawings, plans and specifications. (f) Upon Landlord’s approval of the Tenant Improvement Plans, Tenant, at Tenant’s expense, shall promptly apply for, and obtain, all permits and approvals required by governmental agencies, and Landlord shall joint Tenant in promptly applying for approval (to the extent necessary) by the Association Architectural Control Committee (the “Committee”) under the Declaration and any other restrictive covenants applicable to the construction of the Tenant Improvements (which cost the foregoing collectively referred to as the “Approvals”), and Landlord shall include, without limitationaffirmatively request and support such approval by the Committee in Landlord’s capacity as the owner of the Property. It is contemplated that among such other items as may require approval of the Committee, the costs Approvals shall include approval of the Committee of the following: (i) installation of rooftop equipment and services (within Landlord provided “roof loading zones”); (ii) utilization of the fenced area on the southeast of the Property for an outdoor recreation area in accordance with Exhibit C; (iii) installation of an emergency generator outside the south side of the Building; (iv) installation of a side-loading lift on the south side of the Building to serve Tenant as a loading dock; (v) construction of a CMU building used for Hazardous Materials, Hazardous Substances and bio-wastes; (vi) construction of an additional outdoor storage building for storage of such items as outdoor furniture; and (vii) installation of back-illuminated signage, mounted prominently on the Building that would be visible from Xxx Xxxxx Boulevard. Landlord represents and warrants that it has obtained pre-approval by the Committee as to the preliminary drawings provided by Tenant to Landlord prior to the Effective Date of this Lease for those items described in (i) through (viii) in the immediately preceding sentence. Upon substantial completion of the Tenant Improvements, Tenant shall obtain a permanent certificate of occupancy for the Leased Premises. (g) Prior to the commencement of construction of any of the Tenant Improvements, Tenant shall (i) furnish Landlord with evidence satisfactory to Landlord that the Approvals have been obtained, (ii) furnish Landlord with evidence that Tenant has obtained and is maintaining (1) All Risk Builder’s Risk Insurance covering the replacement value of the Tenant Improvements and naming Landlord as provided for an additional insured, and (2) the Comprehensive Commercial Liability Insurance policy described in the Lease, and (iii) notify Landlord of the date on which Tenant intends to commence construction of the Tenant Improvements. The construction contemplated by the Tenant Improvement ContractorPlans shall be performed by skilled contractors and subcontractors whose names shall be furnished in writing to Landlord in advance. All contractors shall be required to maintain commercial general liability insurance in amounts of not less than $1 million per occurrence, $2 million aggregate, with reputable companies licensed to provide insurance in Texas. Certificates of insurance for Tenant and its contractors shall be delivered to Landlord before Tenant commences construction of the Tenant Improvements. (h) The construction of the Tenant Improvements shall be done in a good and workmanlike manner and in accordance with the Tenant Improvement Plans, as approved by Landlord. All material changes to any of the Tenant Improvement Plans must be submitted to Landlord for Landlord’s contractwritten approval prior to, and as a condition precedent to, making such change; provided, Landlord shall promptly review the same and shall not unreasonably withhold, delay or condition its approval. All materials used in executing the Tenant Improvement Plans by Tenant shall be new and of good quality for their intended purposes. (i) The failure of Tenant to complete the Tenant Improvements by the Rent Commencement Date for any reason other than delays caused by the acts of Landlord or Landlord’s Related Parties shall not delay or extend the Rent Commencement Date and the obligations of Landlord and Tenant shall continue in full force and effect and the rent shall not be abated. Any such delays caused by Landlord shall extend the Rent Commencement Date by a period equal to the period of the delay attributable to the acts of Landlord. (j) Tenant shall have no right, authority or power to bind Landlord or any interest of Landlord in the Project, the cost Property, the Building, or the Leased Premises for the payment of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with any claim for labor or materials or for any charge or expense incurred or the erection or construction of the Tenant Improvements, office improvementsnor to render the Project, wiring and cabling coststhe Property, the Building, or the Leased Space part of the Leased Premises or any part thereof liable for any mechanic’s or material men’s lien, and cubicle costs; provided thatTenant shall in no way be considered the agent of Landlord in the construction or erection of any of the Tenant Improvements. If any lien is imposed upon any portion of the Property by reason of the construction of the Tenant Improvements, Tenant shall discharge or bond around the same in accordance with the provisions of this Lease. (k) Tenant and its contractor(s) shall cause the construction of the Tenant Improvements in such manner as to minimize interference or inconvenience to the other tenants of the Building, the Property and the Project to the extent reasonably possible. All construction activity and storage of materials shall be confined to the Leased Premises, Tenant’s storage building(s), if already erected, and the associated parking area unless Landlord specifically agrees otherwise in writing. The work site(s) shall be maintained in a safe and reasonably clean condition at all times during the construction. The construction of the Tenant Improvements shall be conducted so long as to avoid damage to part of the Project, the Property, the Common Areas, including all parking and landscaped areas, or the Building, and in the event of any such damage, Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, shall immediately cause such damage to be fully repaired and restored. (l) Landlord shall contribute pay Tenant a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 tenant improvement allowance (the “Tenant Improvement Allowance”), but ) of an amount as provided in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) Section 1.26 of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall which funds may be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter applied by Tenant until such default has been cured. Subject to such TI Allowance Deadline, defray any and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, all expenses and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted fees incurred by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the design, planning, approval and construction of the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the LeaseImprovements.

Tenant Improvements. Unless specified otherwise herein(a) Prior to making any initial improvements to any portion of the Demised Premises ("Tenant Improvements"), Tenant shall bear give Landlord notice of its intentions and pay submit plans and specifications of the cost proposed Tenant Improvements to Landlord, for approval, which approval shall not be unreasonably withheld or delayed. Landlord acknowledges that the Tenant Improvements may include the following work: . Upgraded cafeteria. . Relocation of demonstration room and training room. . Exercise room with shower. . Relocation of existing and/or construction of new laboratories. . Enlarge third floor computer room, including additional air conditioning and installation of condenser(s) on roof. . Installation of a new card reader security system, separate from the current Andataco system, including electrical and low voltage wiring. This may include expansion of the current system in the manufacturing area of the first floor of the Demised Premises. Landlord's approval shall be deemed given if Landlord does not respond to Tenant's request for approval within fifteen (15) days from the receipt of such request. In the event that Landlord withholds approval for the proposed Tenant Improvements, Landlord shall state in writing its reasons in sufficient detail to permit Tenant to modify its plans in order to receive approval. (b) At the time Landlord grants or is deemed to grant approval of any Tenant Improvements, Landlord shall inform Tenant of any of the Tenant Improvements that would (i) materially diminish the value of the Demised Premises for use by a tenant for the Permitted Uses or (ii) require unusual expenses to readapt the Demand Premises for use by a tenant for the Permitted Uses or (iii) would be unique to Tenant's particular business operations (except for the air handlers in Tenant's computer rooms), and must be removed at the end of the Term. If Landlord does inform Tenant of any such removal requirements, then Tenant may either remove or leave such Tenant Improvements as it decides. Tenant's responsibility upon removal of any such Tenant Improvement is to repair any damage caused by the removal and not to restore the Demised Premises. (c) Tenant Improvements may be done by any contractor chosen by Tenant and approved by Landlord which cost approval shall includenot be unreasonably withheld or delayed. Said contractor must be licensed, without limitation, carry the costs of construction as provided for kinds or insurance and in the amounts set forth in subparagraph (f) below, and must not interfere with Landlord's performance of its obligations under this Lease. (d) If Tenant Improvement Contractor’s contractretains Landlord to perform any of the work of making Tenant. Improvements for Tenant, Landlord shall obtain bids from three (3) independent general contractors. If Landlord acts as its own general contractor, it shall obtain three (3) bids from three (3) independent subcontractors for each discipline (mechanical, electrical, etc.). Landlord shall make its recommendation as to each bidder, however, Tenant shall have the right to choose the successful bidder in either event. If Landlord acts as its own general contractor, Landlord shall not receive more than ten percent (10%) overhead and profit based on the total cost of construction. (e) Tenant in making any Tenant Improvements shall cause all work to be done in a good and workmanlike manner using materials equal to or better than those used in the construction of the Demised Premises and shall comply with or cause compliance with all applicable building codes, health and safety regulations and zoning laws and with any direction given by any public officer pursuant to such codes, regulations and laws. Tenant shall obtain or cause to be obtained and maintain in effect, as necessary, all building permits, licenses, temporary and all architectural, design, space planning, permanent certificates of occupancy and engineering services obtained by Tenant any other governmental approvals which may be required in connection with the making of the Tenant Improvements. Landlord shall cooperate with Tenant in the obtaining thereof and shall execute any documents reasonably required in the furtherance of such purpose, provided any such cooperation shall be without expense and/or liability to Landlord. (f) Tenant shall have its contractor procure and maintain in effect during the term of such Tenant Improvements, office improvements, wiring the following insurance coverages with an insurance company or companies with a Best's rating of A- or better and cabling costs, and cubicle costs; provided that, so long as Tenant is not authorized to do business in monetary or material nonthe Commonwealth of Massachusetts. (1) Workmen's Compensation Insurance-monetary default under Statutory limits for the Lease or this Work Letter, Landlord shall contribute a maximum Commonwealth of Massachusetts. (2) Employer's Liability insurance meeting the requirements of Massachusetts law. (3) Comprehensive General Liability - at least $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs1,000,000.00 Combined Single Limit, including but not limited to designPersonal Injury, engineering, construction, furniture Contractual and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, Products/Completed Operations Liability and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement AllowanceProperty Damage. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including Coverage must include the following: (Aa) Invoices premises - operations (b) elevators and canceled checks. hoists (Bc) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor independent contractor (d) contractual liability assumed under this contract (e) completed operations - products (f) explosion, underground and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. collapse (CXCU) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Lease.coverage

Tenant Improvements. Unless specified otherwise hereinTenant shall, with reasonable diligence through a contractor selected by Tenant shall bear (the “Contractor”) and pay approved by Landlord pursuant to the cost provisions of this Section 2, construct and install the Tenant Improvements (which cost shall include, without limitation, the costs of construction as improvements and fixtures provided for in this Construction Rider (“Tenant Improvements”). At least ten (10) business days prior to the date Tenant Improvement Contractorenters into any contract for construction of Tenant Improvements Tenant shall submit to Landlord for Landlord’s contractprior approval, the cost name of permitsthe general contractor, and all architecturalthose subcontractors whose work affects the Building structure, designthe Building systems, space planningor the roof of the Building, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long such additional information on such contractors as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowancereasonably request. Landlord shall have no obligation the reasonable right to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary review and reasonably approve or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, disapprove each contractor and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and subcontractor submitted by Tenant as described belowbased upon such contractor’s or subcontractor’s qualifications, Landlord shall make progress payments from including (a) quality of work, (b) creditworthiness, (c) experience in general construction of tenant improvements, and in constructing improvements similar to the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common AreasImprovements, and (iid) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlordreferences. Landlord shall have no obligation the right to advance approve any subcontractor whose work affects the Tenant Improvement Allowance structure of the Building, the roof, any life safety systems, and any Building System. The contractor selected by Tenant, as approved by Landlord, is herein called the “Contractor”. Landlord hereby approves the following contractors: Vulcan Construction and SC Builders. The Contractor shall cany liability, and completed operations insurance in form and commercially reasonable amounts acceptable to the extent it exceeds the total cost Landlord. The Contractor shall deliver Contractor’s insurance certificates to Landlord at least ten (10) days prior to commencing construction of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the LeaseImprovements.

Tenant Improvements. Unless specified otherwise hereinLandlord, at Landlord’s sole cost and expense, shall complete the following Tenant Improvements as soon as reasonably possible, but no later than November 1, 2015: a. Install a second roll up door at the northeast corner on the Building; b. Install awnings over the roll up doors for weather protection; c. Install an Industrial Dust Collector outside on the roof for Zeolite stations; d. Install additional Sub-Panel for more power in the manufacturing area; e. Install an exterior enclosure for existing Air Compressor; f. Install new light fixtures for the manufacturing area; g. Install new roller blinds in the manufacturing area; h. Repair or replace the roof access door; i. Install new light fixtures in hallways and restrooms; j. Replace carpet throughout, including moving furniture; k. Remodel both the men’s and women’s restrooms on the first floor to Landlord’s specifications; l. Inspect the entire HVAC system and rebalance, repair or replace as needed; and m. Obtain all necessary plans and permits for all work detailed above. Landlord shall construct the Tenant Improvements in compliance with all applicable building, safety and other codes, including ADA. Upon substantial completion of the Tenant Improvements, Landlord and Tenant shall bear and pay the cost jointly conduct a walk-through of the Tenant Improvements (which cost and shall include, without limitation, jointly prepare a punch list of items needing additional work. All punch list items shall be corrected within 30 days from the costs date of construction as provided for in the walk-through. Tenant shall not be required to remove or restore the Tenant Improvement Contractor’s contractImprovements at the expiration of this Lease, except for the cost of permits, Dust Collector and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Air Compressor. Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements agrees to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available assign to Tenant only until the date which is twelve all warranties (12including equipment and contractor warranties) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation as to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost those elements of the Tenant Improvements allocable that Tenant is required to labor, materials maintain and equipment incorporated in repair pursuant to the Building or Common Areas during the period from the first day of the same month projected through the last day of the monthLease. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably If requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the LeasesTenant, Landlord shall pay a share of will reasonably cooperate with Tenant to enforce any such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Leasewarranties.

Tenant Improvements. Unless specified (a) Landlord shall provide Tenant with a tenant improvement allowance not to exceed $14,700.00 (the “Expansion Area Allowance ”) for costs associated with the Work (as defined below). The Expansion Area Allowance will be available to Tenant as of the Effective Date and must be utilized by Tenant no later than December 31, 2021, otherwise herein, any remaining amount of the Expansion Area Allowance shall be forfeited by Tenant. Tenant shall bear and pay not be entitled to any payments or rent reduction if the Expansion Area Allowance exceeds the actual cost of the Work. If the cost of the Work exceeds the Expansion Area Allowance, Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, sole responsibility for payment of that portion of such excess costs. The Expansion Area Allowance is to be applied against the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information Work and shall be accompanied by used solely for the design, including engineering plans, specifications and permits, purchase, installation, and construction of the Work. The Expansion Area Allowance shall not be used for Tenant’s furniture, furnishings, inventory, trade fixtures, personal property, or equipment. Tenant may submit requests for disbursement from the Expansion Area Allowance not more than monthly. To draw on the Expansion Area Allowance, Tenant must submit to Landlord a written notice requesting disbursement, together with (i) invoices for all costs included in the request for disbursement; (ii) proof that such supporting costs have been paid, including appropriate lien waivers in a form acceptable to Landlord; and (iii) such other documentation as Landlord may reasonably request. Landlord shall be reasonably make disbursements from the requested portion of the Expansion Area Allowance within sixty (60) days following Landlord’s receipt of a proper request for disbursement and Landlord may make such disbursements to Tenant or pay directly to Tenant’s contractors, as agreed to by LandlordLandlord and Tenant. No disbursement of any part of the Expansion Area Allowance by Landlord will constitute acceptance of any condition of the Work, an approval of any action taken or omission of Tenant or its contractors, subcontractors, or material suppliers, or waive any other rights or claims that Landlord might have at law or in equity. (b) The provisions of Articles 12, and 13 of the Original Lease shall apply to all of the Work, including the following: (A) Invoices provisions relating to Landlord’s review and canceled checks. (B) Fully executed conditional lien releases approval of the proposed plans and specifications of the alterations and improvements that Tenant desires to make in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. Expansion Area (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fractioncollectively, the numerator of which is the amount of the Tenant Improvement Allowance“Work”), and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements none of the Tenant Improvement Allowance at any time that Landlord has delivered written notice Work shall be deemed a Minor Alteration and all proposed plans and specifications shall be subject to Landlord’s review and approval. No portion of a monetary the Work shall be undertaken or material non-monetary default under the Lease or this Work Letter commenced by Tenant until such default has all necessary building permits have been curedapplied for and obtained by Tenant or Tenant’s contractor. If Tenant or Tenant’s contractor will also obtain final inspection approval, if applicable, or any other final governmental approval of the Work that may be required by applicable codes and regulations, upon substantial completion of the Work. All construction will be done through Tenant’s contractors, who shall be approved by Landlord in advance (such approval not to be unreasonably withheld, conditioned, or delayed). Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of shall require all fees and permits, the contractors performing any portion of the cost Work to carry and maintain, at no expense to Landlord, any or all of the following insurance policies as determined by Landlord, written by insurance companies acceptable to Landlord: (a) commercial general liability insurance, which shall name Tenant Improvement and Landlord as additional insureds, in such amounts and with such endorsements that Landlord requires; (b) worker’s compensation insurance in such amounts as required by law and covering all persons engaged in the Work; and (c) insurance against such other perils or legal risks and in such amounts as Landlord may reasonably require. Upon Landlord’s request, Tenant shall provide Landlord with duplicate original counterparts of any of the insurance policies required by this paragraph. Tenant shall permit access to the Premises, and the Work shall be subject to inspection, by Landlord and Landlord’s architects, engineers, contractors and other representatives, at all reasonable times during the period in which the Work is being constructed and installed and following completion of the Work, architects’ provided Landlord uses commercially reasonable efforts to minimize interference with Tenant’s business operations in the Premises and engineers’ feesthe Work then being performed. (c) Tenant shall indemnify and hold harmless Landlord from and against any construction liens arising from the Work. Notwithstanding anything to the contrary contained in this Amendment, permits Landlord’s participation in the construction of the Work shall not constitute any representation or warranty, express or implied, that the Work will be suitable for Tenant’s intended purpose. Tenant acknowledges and fees theretofore paid by agrees that Tenant shall be solely responsible for the selection and hiring of its construction manager and that neither Landlord nor any agent, employee, contractor, or subcontractor of Landlord is less than managing or overseeing construction of the Improvements or Tenant’s contractors, subcontractors, and/or construction manager. Tenant Improvement Allowance, Landlord shall reimburse Tenant acknowledges and agrees that the Work is intended for costs expended use by Tenant and the specifications and design requirements for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall are not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter special knowledge or the Leaseexperience of Landlord.

Tenant Improvements. Unless specified otherwise hereinLandlord is providing a tenant improvement allowance of $50,000 in the form of a front end abatement of Base Rent for the Building 5 Leased Premises, referenced in Paragraph 3 of this Second Amendment. Tenant agrees to spend a minimum of $35,000 on Building 4 first floor ceiling and system improvements. Tenant shall bear all costs of reconfiguring the Building 4 Leased Premises and pay the its cost of the Tenant Improvements (which cost shall includeexpansion, without limitationincluding, the but not limited to, architectural and engineering costs, costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, (including management and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”oversight), but in no event more than $65 per square foot installation, preparation of the applicable space under construction, which shall be utilized only for building utilities and HVAC systems and controls. The tenant improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the 4 Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as the Building 5 Leased Premises are described in the “exhibits attached hereto, and Landlord hereby consents to the same. Any additional tenant improvements must be approved by the Landlord in writing in advance, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord hereby represents that, to its best knowledge, any and all asbestos has been removed and/or abated in previous renovations of the Building 4 Leased Premises and the Building 5 Leased Premises” definition in Article 1 . It shall not be unreasonable for Landlord to withhold its approval or require modifications to the design or installation of any mechanical, electrical or other systems which (i) interconnect to or could affect or be affected by mechanical, electrical, HVAC or other Building systems or (ii) may disturb, affect or be affected by abated asbestos known to the Landlord. If the Landlord approves modifications proposed by the Tenant on the basis that there is no asbestos (whether or not previously abated) known to the Landlord, and asbestos (whether or not abated) is nonetheless discovered during the completion of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described belowtenant improvements, Landlord shall make progress payments from be responsible, at its sole cost, for the Tenant Improvement Allowance removal or the abatement of the asbestos, to Tenant be determined in its sole discretion in accordance with all applicable laws. If the provisions of this Paragraph 3 (but in no event more than $65 per square foot for Landlord determines that modifications proposed by the applicable space under construction)Tenant may disturb, as follows: (i) Not later than affect or be affected by abated asbestos known to the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including then the Landlord will approve such proposed modifications only if the Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified agrees as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion part of the cost proposal to pay all costs of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building removal or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share abatement of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of asbestos in accordance with all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Leaselaws.

Tenant Improvements. Unless specified otherwise hereinSublandlord shall deliver the Subleased Premises to Subtenant in their "as is" condition, Tenant with all moveable furniture removed and in broom clean condition. Subtenant shall, at its sole cost and expense, construct and build out the Subleased Premises. Subtenant shall bear conduct its own bidding process and pay shall use its selected construction manager to coordinate and manage the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of demolition and construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which process. Subtenant's construction shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant made in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to plans and specifications prepared by Subtenant and approved by Sublandlord and Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant in accordance with all applicable building codes. Subtenant shall provide the final plans and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable specifications to labor, materials Sublandlord and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the Landlord prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date commencement of demolition and construction. Sublandlord and Landlord shall approve (or shall be paid from the proceeds disapprove) such plans and specifications within 3 business days of this application for paymentreceipt, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing approval shall not be read unreasonably withheld. Subtenant may, from time to prevent Tenant from curing the applicable default and then being entitled time, make minor modifications to the applicable disbursement once plans and specifications without the default is cured if need to notify Sublandlord or Landlord. Subtenant shall notify Sublandlord and Landlord of material modifications to the plans and specifications throughout the construction process. Sublandlord and Landlord shall approve (or disapprove) such cure is completed modifications within the applicable cure periodthree business days of receipt, if any, expressly set forth in this Work Letter and approval shall not be unreasonably withheld. Material modifications are modifications that affect Building systems or the Leasestructural integrity of the Building. Subtenant shall have the right, at is sole cost and expense, to install and maintain its own security system in the Subleased Premises. Sublandlord and Landlord will not charge Subtenant a fee for reviewing Subtenant's plans for the construction of the Subleased Premises, and will not charge a construction management service fee. In addition, there will not be any charge for freight or passenger elevator use or hoists, electricity, water, air conditioning or other utilities (during generally accepted business hours) during the construction (including move in) period of the Subleased Premises. Subtenant shall keep the Subleased Premises and the Project free and clear of all liens.

Tenant Improvements. Unless specified otherwise Notwithstanding anything to the contrary above, Landlord has agreed to construct and install, at Landlord’s cost and expense, the tenant improvements specifically listed below (“Tenant Improvements”) (notwithstanding anything to the contrary herein, Tenant shall bear and pay contribute to the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum amount of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction15,000.00, which Tenant shall be utilized only for building improvements pay to the Building (but a portion thereof up to a maximum Landlord concurrently with Tenant’s execution of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the this Lease), and Landlord shall not be responsible for providing any additional interior improvements: 1) Remove the wall and related costsdoor as shown in Pink dashed lines on Exhibit B attached hereto; 2) Install the walls and doors (including Landlord’s standard locking door hardware) shown in Blue on Exhibit B attached hereto, including but not limited to design, engineering, construction, furniture and equipment appurtenant make any necessary adjustments and/or repairs to the Leased PremisesHVAC supplies and returns, cablinglighting, project management fees, moving expenseselectrical, and signage, ceiling tiles and grid required as a result of said wall and door installation; 3) Install the glass walls as shown in Yellow on Exhibit B attached hereto; 4) Install Landlord’s standard grade VCT in the area shown in Green cross hatch on Exhibit B attached hereto; 5) Landlord shall be available to Tenant only until the date which is twelve (12replace any non-functioning lights; 6) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation the HVAC system within the Premises inspected and any necessary repairs disclosed by said inspection completed; 7) Landlord shall have the roof membrane for the Building inspected and any necessary repairs disclosed by said inspection completed; and 8) Landlord shall have the plumbing system within the Premises inspected and any necessary repairs disclosed by said inspection completed. 9) Landlord shall inspect all exterior windows for the Premises and make all repairs necessary for such windows to provide any portion be water and air tight. 10) Landlord shall inspect all exterior glass doors for the Premises and make all repairs necessary for such doors to function freely and safely. 11) Landlord to install an emergency exit in the upper corner of the area shown in Green cross hatch on Exhibit B attached hereto. 12) Landlord shall set up, wire and cable all cubicles as shown on Exhibit B-2. Cabling shall include 2 voice and 2 data lines in each cubicle. Concurrent with the installation of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described belowImprovements, Landlord shall make progress payments from permit Tenant reasonably access to the Premises to install power, computer, phone and telecommunications cabling, racks, furniture, fixtures and equipment within the Premises (“Tenant Improvement Allowance to Work”). The Tenant in accordance with Improvements and Tenant Work referenced above shall become a part of the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Premises upon installation and Tenant shall submit applications for payment not be subject to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of remove the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of upon Lease Termination nor can Tenant remove the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by without Landlord, including the following: (A) Invoices and canceled checks’s prior written consent. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Lease.

Tenant Improvements. Unless specified otherwise herein1. Sellers have advised CSCP that the Tenant spaces (the "TI Spaces") indicated on EXHIBIT L-1 attached hereto and made a part hereto are currently under construction (the "TI Work"). Following the Stabilized Closing Date, Tenant CSCP shall bear grant to the applicable Sellers (the "TI Sellers") that own the Stabilized Properties in which the TI Spaces are located (the "TI Properties"), their contractors, subcontractors, suppliers, agents and pay the cost representatives (collectively, "Contractors"), a license for performance of the Tenant Improvements TI Work pursuant to this Section 1, including the right to enter onto the TI Properties and to perform the TI Work, which license may be revoked by CSCP if (x) Sellers shall be in default under any term, covenant or condition of this Article XXIV, or (y) CSCP shall exercise its right to perform the TI Work as set forth in Section 4 below. TI Sellers shall, at TI Sellers' cost and expense, diligently and continuously prosecute the performance of the TI Work in accordance with the terms of the Leases covering the TI Spaces. In the performance of the TI Work: (a) TI Sellers shall, at TI Sellers' cost and expense, at all times comply (and cause all Contractors to comply) with all applicable trade standards and all applicable Laws having jurisdiction over the TI Work, as well as all necessary safety, health and environmental protection measures. TI Sellers shall, at TI Sellers' cost and expense, establish and implement all safety, health and environmental protection measures during performance of the TI Work, consistent with the requirements of the applicable Laws (which cost shall include, without limitation, the costs erection and maintenance of construction as provided for all reasonable safeguards and the posting of danger signs and other warnings against hazards). (b) TI Sellers shall, at TI Sellers' cost and expense, at all times comply with all requirements of the Existing Lenders with respect to such TI Spaces (including, without limitation, any requirements by said Existing Lenders that security be posted during the performance of the TI Work, regardless of whether such security is in the Tenant Improvement Contractor’s contractform of cash, the cost securities, bonds or letters of permitscredit), and CSCP shall cooperate with TI Sellers in this regard. (c) The TI Work shall be performed in a manner which does not unreasonably interfere with the ordinary conduct of business at the applicable Premises by CSCP or its tenants or their employees, guests or invitees. (d) In performing the TI Work, TI Sellers shall use labor compatible with the labor performing other work on the applicable Premises and shall not damage, injure, interfere with or delay the completion of any other work on the applicable Premises and shall not create any work stoppage, picketing, labor disruption or dispute on the applicable Premises. In addition, all architecturalContractors shall be appropriately licensed. (i) TI Sellers shall pay when due all costs, design, space planning, expenses and engineering services obtained by Tenant charges incurred in connection with Tenant Improvementsthe TI Work (including, office improvementswithout, wiring limitation, application fees, attorneys' fees, consultants' fees, permitting fees, processing fees and cabling construction costs, and cubicle costs; provided that), so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of that the applicable space Premises shall at all times be free of liens for services, labor and materials supplied or claimed to have been supplied to or in connection with the applicable Premises arising from or in connection with the TI Work by TI Sellers, any Contractor, or anyone claiming by, through or under constructionany TI Seller or any Contractor. Notwithstanding the foregoing, which if a lien shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide filed against all or any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary applicable Premises arising from or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance connection with the provisions TI Work, TI Sellers shall cause such lien to be removed of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified record by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due bonding or otherwise, at TI Sellers' cost and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for paymentexpense, and there is no known basis for within thirty (30) days after the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewithsuch lien.” (ii) On If any lien required to be removed at TI Sellers' sole cost and expense pursuant to clause (i) above is not removed of record as aforesaid, CSCP shall have the right to take such action as CSCP shall deem appropriate (which shall include the right to cause such lien to be removed of record), and in such event, all costs and expenses incurred by CSCP in connection therewith (including, without limitation, premiums for any bond furnished in connection therewith, and reasonable attorneys' fees and disbursements), shall be paid by TI Sellers to CSCP on demand. (f) TI Sellers shall maintain (or before cause the 15th day following submission Contractors to maintain) at all times when any work is in process in connection with the TI Work: (i) workmen's compensation insurance covering all persons employed in connection with the performance of the application TI Work and with respect to whom death or bodily injury claims could be asserted against CSCP or the applicable Premises, (ii) general liability and property damage insurance, and (iii) insurance covering all risks generally related to construction and which would be reasonably required for paymentsimilar construction, written on a so-called builder's risk completed value form on a non-reporting basis, including permission to occupy the applicable Premises, and with an agreed amount endorsement waiving coinsurance provisions for the benefit of CSCP. All of the foregoing insurance shall name as named insureds CSCP, all applicable lenders and such additional entities designated by CSCP (collectively, the "CSCP Insured Parties") and shall contain limits which would be reasonably required for similar construction and approved by CSCP, such approval not to be unreasonably withheld, conditioned or delayed. The insurance required pursuant to clause (iii) above shall be written in a manner so long as Tenant is to provide that the insurance company waives all rights of recovery by way of subrogation against the CSCP Insured Parties in connection with any loss or damage covered by any such policy, and TI Sellers release the CSCP Insured Parties from any liability for any loss covered by any such policy even if due to the negligence of any of the CSCP Insured Parties. 2. The plans and specifications for the TI Work (the "TI Plans and Specifications") shall not in default under be modified without the prior written consent of CSCP and, if required by the terms of this Work Letter the applicable Lease or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fractionapplicable loan, the numerator of which is the amount of the Tenant Improvement Allowance, under said Lease and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenantapplicable lender; provided, however, that Landlord TI Sellers shall have no obligation the right to make disbursements "field changes", provided that such field changes (i) are permitted under the terms of the applicable Lease, or, if not permitted, the applicable Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary shall have consented thereto, and (ii) do not (A) adversely affect the value, use, or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion financeability of the Tenant Improvement Work TI Properties (other than to an immaterial extent), (B) constitute a downgrading of the quality of the materials, equipment or systems (other than to an immaterial extent), (C) affect the design or appearance of the TI Properties (other than to an immaterial extent), (D) constitute a change in the scope of work from that contemplated by the TI Plans and payment in full to Specifications or (E) violate any Law or the Tenant Improvement Contractorterms of any financing documents secured by the TI Properties or the terms of any easement, covenant, condition or restriction encumbering the architect and engineer, and payment in full of TI Properties or any Lease covering all fees and permits, the or any portion of the cost TI Properties. 3. Sellers shall not amend or modify in any material respect the TI Contracts (as hereinafter defined) without the prior written consent of CSCP and, if required by the terms of the Tenant Improvement Workapplicable Lease or financing, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowanceunder said Lease or lender, Landlord and any new TI Contract entered into after the date of this Agreement shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up be subject to the amount prior approval of CSCP, said approval not to be unreasonably withheld, and, if required by which the terms of the applicable Lease or financing, the Tenant Improvement Allowance exceeds under said Lease or lender. Each TI Contract shall permit the portion assignment of Sellers' rights under such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Lease.Development Agreement to

Tenant Improvements. Unless specified otherwise hereinCertain improvements to the Premises will be required in order for Tenant to operate its business within the Premises (the ‘Tenant Improvements”). The cost of constructing the Tenant Improvements will include design and engineering expenses, Tenant shall bear hard and pay soft construction costs, cost of demolition, permit fees, the cost of compliance with the ADA if required due to Tenant’s space plan (excepting modifications to existing improvements not in compliance). The construction drawings for completion of the Tenant Improvements shall be prepared by Tenant as soon as reasonably practicable, and delivered to Landlord for Landlord’s review and approval (which cost may include review by Landlord’s architect and other professional consultants, depending upon the scope of work), which shall includenot be unreasonably withheld, without limitationconditioned or delayed (the “Plans”). The Plans shall include all proposed demolition of any part of the Premises. Landlord shall expedite its review of the Plans to the extent reasonably practicable. Any change orders shall be similarly approved by Landlord, and revised Plans addressing the costs change orders shall be delivered to Landlord and updated as-built Plans shall be provided to Landlord reflecting any work to the Premises occurring after the initial completion of construction as provided for in the Tenant Improvement Contractor’s contract, Improvements. Landlord shall not be responsible for construction of the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvementsor the payment of any costs associated therewith, wiring and cabling costs, and cubicle costs; except as otherwise expressly provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under constructionherein, which Tenant Improvements shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter constructed by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions terms of this Paragraph 3 Exhibit D (but in no event more than $65 per square foot the “Work Letter”). The Tenant Improvements shall be constructed on an “open book” basis, with copies of all bids, contracts, and invoices for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable being made available to labor, materials and equipment incorporated Landlord for inspection. The Tenant Improvements shall be constructed in accordance with the Building or Common Areas during the period from the first day requirements of Section 9.1 of the same month projected through Lease relating to Alterations. As-built plans for the last day of the month. Each application for payment shall set forth such information and Tenant Improvements shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If to Landlord upon completion of the Tenant Improvement Work Improvements. Tenant shall deliver final preliminary drawings to Landlord and payment in full to Landlord’s architect which define the Tenant Improvement Contractorcomplete scope of work as soon as possible for their review and approval, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing approval shall not be read unreasonably withheld, delayed or conditioned. Tenant shall also deliver to prevent Tenant from curing Landlord and Landlord’s architect a copy of the applicable default and then being entitled final contract documents to the applicable disbursement once the default is cured if such cure is completed be used for permitting purposes prior to commencing any work within the applicable cure period, if any, expressly set forth in this Work Letter or the LeasePremises.

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear construct, furnish or install all improvements, equipment or fixtures, that are necessary for Tenant’s use and pay occupancy of the entirety of the Leased Premises (collectively, the “Tenant Improvements”). Tenant shall complete construction of the Tenant Improvements for the entirety of the Leased Premises. Tenant shall also be responsible for the cost of any alterations to the Building required as a result of the Tenant Improvements (which cost shall includebut only if required as a result of the Tenant Improvements and not if they would have been required notwithstanding the Tenant Improvements). Tenant will engage a consultant reasonably approved by Landlord (who may be employed by Tenant’s Contractor or Architect) to manage the design and construction of the Tenant Improvements (“Tenant Improvement Project Manager”). Landlord hereby approves Xxx Xxxxxx, without limitationTenant’s employee in charge of facilities, the costs of construction as provided for in the Tenant Improvement Contractor’s contractProject Manager. Tenant shall cause all drawings and specifications for the Tenant Improvements to be prepared by an architect selected by Tenant and reasonably approved by Landlord (“Tenant Improvement Architect”) and to be constructed by a general contractor licensed in California, the cost of permitsselected by Tenant, and reasonably approved by Landlord (“Tenant Improvement Contractor”). Landlord’s prior written consent, which shall not be unreasonably withheld, shall be required if Tenant desires to change its Tenant Improvement Architect, Tenant Improvement Contractor or Tenant Improvement Project Manager. Landlord approves of any and/or all architecturalof the following as a Tenant Improvement Architect: DES, designDGA and/or Gensler; and Landlord approves of any and/or all of the following as a Tenant Improvement Contractor: Landmark Builders, space planningand/or South Bay Construction. Tenant shall furnish to Landlord a copy of the executed contracts between Tenant and Tenant Improvement Architect, and engineering services obtained by Tenant in connection with and Tenant ImprovementsImprovement Contractor, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default covering all of Tenant’s obligations under the Lease or this Work Letter. The Tenant Improvements shall be in conformity with drawings and specifications submitted to and approved by Landlord, which approval shall not be unreasonably withheld or delayed, and shall be performed in accordance with the following provisions: Tenant Improvement Space Plans: Tenant shall prepare and submit to Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 its approval Tenant Improvement space plans (the “Tenant Improvement AllowanceSpace Plans”). Within five (5) business days after receipt of Tenant’s drawings Landlord shall return one set of prints thereof with Landlord’s approval and/or suggested modifications noted thereon. Landlord shall not object to improvements that are consistent with the space plan attached hereto as Exhibit B-1 and the description of improvements attached hereto as Exhibit B-2. If Landlord has approved Tenant’s drawings subject to modifications, but in no event more than $65 per square foot of the applicable space under construction, which such modifications shall be utilized only deemed to be acceptable to and approved by Tenant unless Tenant shall prepare and resubmit revised drawings for building improvements further consideration by Landlord. If Landlord has suggested modifications without approving Tenant’s drawings Tenant shall prepare and resubmit revised drawings within five (5) business days (subject to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion availability of the Tenant Improvement AllowanceArchitect) for consideration by Landlord. All revised drawings shall be submitted, with changes highlighted, to Landlord shall have no obligation within five (5) business days following Landlord’s return to make disbursements Tenant of the drawings originally submitted (subject to the availability of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance DeadlineArchitect), and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 Landlord shall approve or disapprove such revised drawings within five (5) business days following receipt of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlordsame. Landlord shall have no obligation be provided with a copy of Tenant’s preliminary floor plan and associated CAD files as a condition to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Leasereceiving reimbursement.

Tenant Improvements. Unless specified Tenant has inspected the Premises, found the Premises to be suitable for Tenant’s intended purposes, and agrees to take the Premises in its existing “AS IS” condition, except as otherwise hereinexpressly provided in in the Lease. Upon the Delivery Date, Tenant shall, with reasonable diligence through the Contractor (defined below) selected by Tenant and reasonably approved by Landlord pursuant to the provisions of this Section 1, construct and install the improvements and fixtures provided for in this Exhibit B (“Tenant Improvements”). At least five (5) business days prior to the date Tenant enters into any contract for construction of Tenant Improvements, Tenant shall bear and pay submit to Landlord for Landlord’s prior approval, the cost name of the Tenant Improvements (which cost shall includegeneral contractor, without limitationand those subcontractors whose work affects the Building structure, the costs Building Systems, or the roof of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permitsBuilding, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long such additional information on such contractors as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowancereasonably request. Landlord shall have no obligation the reasonable right to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary review and approve or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, disapprove each contractor and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and subcontractor submitted by Tenant as described belowfor Landlord’s approval based upon such contractor’s or subcontractor’s qualifications, including (a) quality of work, (b) creditworthiness, (c) experience in general construction of Tenant Improvements, and in constructing improvements similar to the Tenant Improvements, and (d) references. Landlord shall make progress payments from have the Tenant Improvement Allowance right to Tenant in accordance with designate any subcontractor whose work affects the provisions structure of this Paragraph 3 the Building, the roof, any life safety systems, and the Building Systems. If Landlord fails to respond to any request for approval to an contractor or the Architect (but in no event more than $65 per square foot for as defined below) within the applicable space under construction)five (5) business days following Landlord’s receipt of such request, as follows: (i) Not later than the 25th day of each month Tenant shall submit applications have the right to provide Landlord with a second request for payment to Landlord approval, which second request must state the following in a form reasonably acceptable to Landlordbold and capped font: “THIS IS TENANT’S SECOND REQUEST. LANDLORD FAILED TO RESPOND TO TENANT’S FIRST REQUEST FOR APPROVAL FOR TENANT’S PROPOSED CONTRACTOR/ARCHITECT IN ACCORDANCE WITH THE TERMS OF EXHIBIT “B” TO THE LEASE. IF LANDLORD FAILS TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by LANDLORD SHALL BE DEEMED TO HAVE APPROVED TENANT’S PROPOSED CONTRACTOR/ARCHITECT.” If Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills second request complies with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or Section and Landlord’s failure to respond continues for five (5) business days after its receipt of the Leasessecond request for approval, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of be deemed to have approved Tenant’s proposed contractor (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid contractors regularly performs similar work in Comparable Buildings and is qualified, appropriately insured, bondable and licensed in the entire Tenant Improvement Allowance on account state of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter California) or the Lease.Architect (provided that the Architect is licensed in the state of California and regularly performs similar work in comparable buildings), as

Tenant Improvements. Unless specified otherwise herein, Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 agrees to construct certain improvements (the “Tenant Improvement AllowanceImprovements”)) in the Suites, but in no event more than $65 per square foot of the applicable space under constructionat Landlord’s sole cost and expense, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which as follows: A. All Suites: Landlord shall have no further obligation provide openings between all three Suites to provide any portion of the Tenant Improvement Allowance. allow access throughout all three Suites. B. Suite 855: Landlord shall have no obligation to make disbursements improve, remodel, alter, refurbish or otherwise change the condition or configuration of the Suite 855, Tenant Improvement Allowance at any time that hereby agreeing to take Suite 855 in its currently existing “AS-IS WHERE-IS” condition. C. Suite 860: Landlord shall install new Building standard carpeting in a Building standard color throughout Suite 860 and shall repaint all interior walls in Suite 860 with one (1) coat of Building standard paint in a Building standard color. D. Suite 880: Landlord shall install new Building standard carpeting in a Building standard color throughout Suite 880 and shall repaint all interior walls in Suite 880 with one (1) coat of Building standard paint in a Building standard color. In addition, Landlord shall construct an enclosed kitchen area with a sink, counters and cabinets in Suite 880 where plumbing is already stubbed out for such facilities. The design and finishes of such kitchen shall be Building standard as determined by Landlord. The Tenant Improvements for each Suite shall be deemed to be “Substantially Completed” when Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by to Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from stating that the Tenant Improvement Allowance to Tenant Improvements for a particular Suite have been substantially completed in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot 6, except for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by “punch list” items which may be completed without materially impairing Tenant’s architect, for payment use of the particular Suite; In the event that portion the cost of constructing such Tenant Improvements (exclusive of the cost of plans, permits and fees, if any) is less than Forty Seven Thousand Eight Hundred Seventy-Six Dollars ($47,876.00) (hereinafter, the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.Construction Allowance” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases), Landlord shall pay a share make any unused portion of such payment determined by multiplying the Construction Allowance, up to the total amount of such payment by a fractionEight Hundred Dollars ($800.00), available to Tenant for use in constructing future permanent improvements to the numerator Premises (the “Future Improvements”), provided that Tenant notifies Landlord in writing of which is its intent to use the amount unused portion of the Tenant Improvement Allowance, and the denominator of which is Construction Allowance (not to exceed the sum of (i$800.00) estimated construction cost for Future Improvements on or before January 31, 2004, which notice shall specify the nature of all the Future Improvements Tenant Improvement work intends to construct; and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, further provided that at any such time as Landlord has paid the entire Tenant Improvement Allowance on account construction of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure Future Improvements is completed within the applicable cure periodon or before March 1, if any, expressly set forth in this Work Letter or the Lease2004.

Tenant Improvements. Unless specified otherwise (a) Tenant shall complete all improvements required or desired by Tenant for Tenant’s use of the Expansion Space part of the Leased Premises (collectively, the “Tenant Improvements”) according to the Tenant Improvement Plans (defined below) as provided herein. It is understood that the Tenant Improvements may include, subject to the provisions hereof, the following: 1. The interior improvements within the Expansion Space part of the Leased Premises for general office use. In addition, Tenant shall be entitled to install a separate primary entrance to the Expansion Space on the south side of the Building. 2. Tenant may improve for its exclusive use and control, any building stairwells that are internal to the Expansion Space part of the Leased Premises, and may integrate those stairwells into Tenant’s security systems. 3. Tenant may install an uninterrupted power supply (UPS) system and emergency stand-by battery system, and may use a portable generator (in addition to the external auxiliary generator) during emergencies. Tenant may use reasonably necessary riser space for the connection of these systems to the Expansion Space part of the Leased Premises. 4. Tenant shall be entitled to construct antennae and/or satellite dish (the “Antennae”) on that portion of the roof of the Building located immediately above the Expansion Space part of the Leased Premises, and shall not be charged extra rent or other fee by Landlord for the Antennae or the use of roof space for the Antennae. (b) Subject to sections (l) and (n) below, Tenant shall bear the entire cost of the construction of the Tenant Improvements, including, without limitation, all architectural and pay engineering fees associated with the cost space planning for the Expansion Space part of the Leased Premises, the design of the Tenant Improvements and preparation of the Tenant Improvement Plans (including any changes to the Shell Plans required therefore) and any changes thereto; all labor, material and equipment costs; additional janitorial services; general tenant signage; permit fees; and taxes and insurance costs related to the construction of the Tenant Improvements to the extent not included in Operating Costs (the “Tenant Improvement Construction Costs”). Landlord shall not charge or be entitled to receive payment of any fee in connection with or during the construction of the Tenant Improvements or Tenant’s move-in, including without limitation any project management, supervision or review fee, or any fee for the use of the Building services (such as, but not limited to, loading dock, parking or freight elevators, nor shall Tenant be charged for utilities consumed during construction of the Tenant Improvements). (c) Landlord shall make available to Tenant, the construction, architectural and engineering information reasonably requested by Tenant’s architect or general contractor. Tenant shall submit to Landlord construction drawings and specifications for the Tenant Improvements (the “Tenant Improvement Plans”) within one hundred twenty (120) days after the Effective Date of this Lease. The Tenant Improvement Plans shall consist of detailed plans and specifications for the construction of the Tenant Improvements in accordance with all applicable governmental laws, codes, rules and regulations, including partition layout, ceiling plan, electrical outlets and switches, telephone outlets, drawings for any modifications to the mechanical and plumbing systems of the Building. The Tenant Improvement Plans shall specifically include a requirement for expansion joints for every twenty (20) feet on all interior walls and above all doorways and other openings. The Tenant Improvement Plans must be approved by Landlord as provided herein. (d) Within five (5) business days after Landlord’s receipt of the Tenant Improvement Plans, Landlord shall submit to Tenant in writing any requested changes thereto, and Landlord and Tenant shall thereafter work together in good faith to agree upon final Tenant Improvement Plans. Landlord’s approval of the Tenant Improvement Plans shall not be unreasonably delayed or withheld, provided that they comply with all applicable governmental laws, codes, rules and regulations and the provisions of this Lease. Notwithstanding the foregoing, Landlord’s approval of any changes to the Building systems or the exterior or structural components of the Building, including relocation or alteration of stairwells and elevators, shall be subject to Landlord’s approval, and shall be subject to approval by Landlord’s structural engineer. If Landlord’s structural engineer fails to approve any such portion of the Tenant Improvement Plans, the specific reasons for such disapproval shall be provided to Tenant, together with specific drawings and other corrections necessary to correct the specific reasons for such disapproval. If Tenant modifies the Tenant Improvement Plans to specifically incorporate the drawings and other corrections made by Landlord’s structural engineer, the modifications of the exterior or structural components of the Building shall be deemed to be approved by Landlord. Landlord shall not refuse, without adequate justification, to approve the final Tenant Improvement Plans within thirty (30) days after Landlord’s receipt thereof. In the event Landlord does disapprove the Tenant Improvement Plans, as submitted, the parties shall cooperate fully to achieve a final approved set of plans in conformity with this Work Letter. If, despite good faith efforts, the parties cannot agree on a final approved set of Tenant Improvement Plans Landlord and Tenant shall each have the right to terminate the Lease by notice to the other at such time, and in the event of such termination the first month’s Base Rent shall be promptly returned to Tenant. (e) No approval by Landlord or Landlord’s architects and/or engineers of the Tenant Improvement Plans or any of Tenant’s drawings, plans and specifications that are prepared in connection with any construction of improvements in the Expansion Space part of the Leased Premises shall in any way be construed or operate as a representation or warranty by Landlord as to the adequacy of such drawings, plans and specifications, or the improvements to which they relate, for any use, purpose, or condition, but such approval shall merely satisfy the requirement of consent by Landlord under this Lease as to Tenant’s right to construct the improvements in the Expansion Space part of the Leased Premises in accordance with such drawings, plans and specifications. (f) Upon Landlord’s approval of the Tenant Improvement Plans, Tenant, at Tenant’s expense, shall promptly apply for, and obtain, all permits and approvals required by governmental agencies, and Landlord shall joint Tenant in promptly applying for approval (to the extent necessary) by the Association Architectural Control Committee (the “Committee”) under the Declaration and any other restrictive covenants applicable to the construction of the Tenant Improvements (which cost the foregoing collectively referred to as the “Approvals”), and Landlord shall include, without limitationaffirmatively request and support such approval by the Committee in Landlord’s capacity as the owner of the Property. It is contemplated that among such items as may require approval of the Committee, the costs Approvals shall include approval of the Committee of the installation of a separate primary entrance to the Expansion Space on the south side of the Building and the additional walkway from the upper parking area as described in paragraph 2(a)(4) above, and Landlord represents and warrants that it has obtained pre-approval by the Committee such entrance and additional walkway from the upper parking area. Upon substantial completion of the Tenant Improvements, Tenant shall obtain a permanent certificate of occupancy for the Expansion Space part of the Leased Premises. (g) Prior to the commencement of construction of any of the Tenant Improvements, Tenant shall (i) furnish Landlord with evidence satisfactory to Landlord that the Approvals have been obtained, (ii) furnish Landlord with evidence that Tenant has obtained and is maintaining (1) All Risk Builder’s Risk Insurance covering the replacement value of the Tenant Improvements and naming Landlord as provided for an additional insured, and (2) the Comprehensive Commercial Liability Insurance policy described in the Lease, and (iii) notify Landlord of the date on which Tenant intends to commence construction of the Tenant Improvements. The construction contemplated by the Tenant Improvement ContractorPlans shall be performed by skilled contractors and subcontractors whose names shall be furnished in writing to Landlord in advance. All contractors shall be required to maintain commercial general liability insurance in amounts of not less than $1 million per occurrence, $2 million aggregate, with reputable companies licensed to provide insurance in Texas. Certificates of insurance for Tenant and its contractors shall be delivered to Landlord before Tenant commences construction of the Tenant Improvements. (h) The construction of the Tenant Improvements shall be done in a good and workmanlike manner and in accordance with the Tenant Improvement Plans, as approved by Landlord. All material changes to any of the Tenant Improvement Plans must be submitted to Landlord for Landlord’s contractwritten approval prior to, and as a condition precedent to, making such change; provided, Landlord shall promptly review the same and shall not unreasonably withhold, delay or condition its approval. All materials used in executing the Tenant Improvement Plans by Tenant shall be new and of good quality for their intended purposes. (i) The failure of Tenant to complete the Tenant Improvements by the Rent Commencement Date for any reason other than delays caused by the acts of Landlord or Landlord’s Related Parties shall not delay or extend the Rent Commencement Date and the obligations of Landlord and Tenant shall continue in full force and effect and the rent shall not be abated. Any such delays caused by Landlord shall extend the Rent Commencement Date by a period equal to the period of the delay attributable to the acts of Landlord. (j) Tenant shall have no right, authority or power to bind Landlord or any interest of Landlord in the Project, the cost Property, the Building, or the Expansion Space part of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with the Leased Premises for the payment of any claim for labor or materials or for any charge or expense incurred or the erection or construction of the Tenant Improvements, office improvementsnor to render the Project, wiring and cabling coststhe Property, the Building, or the Expansion Space part of the Leased Premises or any part thereof liable for any mechanic’s or materialmen’s lien, and cubicle costs; provided thatTenant shall in no way be considered the agent of Landlord in the construction or erection of any of the Tenant Improvements. If any lien is imposed upon any portion of the Property by reason of the construction of the Tenant Improvements, Tenant shall discharge or bond around the same in accordance with the provisions of this Lease. (k) Tenant and its contractor(s) shall cause the construction of the Tenant Improvements in such manner as to minimize interference or inconvenience to the other tenants of the Building, the Property and the Project to the extent reasonably possible. All construction activity and storage of materials shall be confined to the Expansion Space part of the Leased Premises, Tenant’s storage building(s), if already erected, and the associated parking area unless Landlord specifically agrees otherwise in writing. The work site(s) shall be maintained in a safe and reasonably clean condition at all times during the construction. The construction of the Tenant Improvements shall be conducted so long as to avoid damage to part of the Project, the Property, the Common Areas, including all parking and landscaped areas, or the Building, and in the event of any such damage, Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, shall immediately cause such damage to be fully repaired and restored. (l) Landlord shall contribute pay Tenant a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 tenant improvement allowance (the “Tenant Improvement Allowance”), but ) of an amount as provided in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) Section 1.26 of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall which funds may be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter applied by Tenant until such default has been cured. Subject to such TI Allowance Deadline, defray any and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, all expenses and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted fees incurred by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the design, planning, approval and construction of the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the LeaseImprovements.

Tenant Improvements. Unless specified otherwise hereinLandlord shall construct and, Tenant shall bear and except as provided below to the contrary, pay for the entire cost of constructing the tenant improvements (“Tenant Improvements Improvements”) shown on the floor plan entitled “Building 7-Ground Level Plan” attached to Exhibit “A” to this Lease (which cost shall includethe “Plans”), and as otherwise discussed and agreed to by Landlord and Tenant (and as more particularly described on the Coordination Task List dated September 11, 2008 and attached as Schedule 1 to this Work Letter Agreement, and as may be updated and revised at the parties’ mutual agreement, and with respect to the Leased Premises server room, as more particularly described on Schedule 2 to this Work Letter Agreement), including without limitation, the costs of construction as provided Landlord shall install, at Landlord’s expense not to exceed $50,000 a dedicated HVAC for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained use solely by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenantserver room; provided, however, that Landlord in no event shall have no obligation to make disbursements the quality and type of building finishes and materials of the Tenant Improvement Allowance at any time that Landlord has delivered written notice Improvements be of a monetary lesser nature than those previously installed by Landlord in the Corporate Office Building. Tenant may request changes to the Plans provided that (a) the changes shall not be of a lesser quality than Landlord’s standard specifications for tenant improvements for the Building as the same may be changed from time to time by Landlord (the “Standards”); (b) the changes conform to applicable governmental regulations and necessary governmental permits and approvals can be secured; (c) the changes do not require building service beyond the levels normally provided to other tenants in the Building; (d) the changes do not have any adverse affect on the structural integrity or material non-monetary default under systems of the Lease or this Work Letter by Tenant until such default has been cured. If upon completion Building; (e) the changes will not, in Landlord’s opinion, unreasonably delay construction of the Tenant Improvement Work Improvements; and payment (f) Landlord has determined in full its reasonable discretion that the changes are of a nature and quality consistent with the overall objectives of Landlord for the Building. If Landlord approves a change requested by Tenant, then, as a condition to the effectiveness of Landlord’s approval, Tenant Improvement Contractorshall pay to Landlord upon demand by Landlord the increased cost attributable to such change, as reasonably determined by Landlord. To the architect and engineer, and payment extent any such change results in full a delay of all fees and permits, the portion completion of the cost construction of the Tenant Improvement WorkImprovements, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord then such delay shall reimburse Tenant for costs expended constitute a delay caused by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Leaseas described below.

Tenant Improvements. Unless specified otherwise hereinTenant shall be responsible for the design and construction of all improvements to the Expansion Premises (“Expansion Tenant Improvements”). Tenant shall submit tenant improvement plans to Landlord for Landlord’s review no later than ten (10) days from the date hereof. The Expansion Tenant Improvement Plans shall be designed and detailed so that the Expansion Tenant Improvements will comply with applicable laws and building codes. Within seven (7) days after Landlord’s receipt of the Expansion Tenant Improvement Plans, Landlord shall either approve the Expansion Tenant Improvement Plans (with Landlord’s approval not to be unreasonably withheld) or disapprove the Expansion Tenant Improvement Plans. Any disapproval shall include a detailed explanation of the rejected components of the Expansion Tenant Improvement Plans. If Landlord fails to respond in the established timeframe, the Expansion Tenant Improvement Plans shall be deemed to be approved by Landlord. If Landlord disapproves the Expansion Tenant Improvement Plans, tenant may submit a revised version of the Expansion Tenant Improvement Plans to Landlord for its review in the same manner described above. Tenant may continue such approval procedure until Landlord’s approval of the Expansion Tenant Improvement Plans is obtained or is deemed obtained. Once the Expansion Tenant Improvement Plans have been approved by Landlord, Tenant shall bear and pay submit the cost of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for in the Expansion Tenant Improvement Contractor’s contract, Plans to the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with appropriate governmental agency(ies) for the necessary permits to construct the Expansion Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under . Any nonmaterial change to the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Expansion Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which Plans required by a governmental agency shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowancedeemed approved by Landlord. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment any material changes to the Expansion Tenant Improvement Plans required by a governmental agency to Landlord for its review in the manner described above, except that the timeframe in such event shall be five (5) business days. Once the Expansion Tenant Improvement Plans are approved (or deemed approved) by Landlord and Tenant has obtained the necessary construction permits, Tenant shall retain a form reasonably acceptable reputable licensed and insured contractor(s), of Tenant’s choice but subject to Landlord’s prior written approval, including not to be unreasonably withheld or delayed, to perform the construction of the Expansion Tenant Improvements. Such construction shall be performed in substantial compliance with the approved Expansion Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewithPlans. Tenant shall pay have the balance of such paymentExpansion Tenant Improvements constructed in a professional, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Leaseworkmanlike manner.

Tenant Improvements. Unless (a) In addition to the construction of the Landlord Improvements as described above, Landlord agrees to construct those tenant improvements (the “Tenant Improvements”) specified otherwise hereinbelow: Dock equipment other than dock bumpers and “Z guards” at each door, signage, gas system, MFL upgrades, including but not limited to, water storage backup tank, metal deck roof structure, smoke detection and automatic shut down, a second municipal water connection, separate fire loop for on site hydrants, fire alarm system or fire extinguishers in warehouse area, guard house, security system, electrical distribution, fire alarm system, mezzanine deck, office and warehouse improvements. (b) Landlord shall pay for the Tenant Improvements up to a maximum amount of $5,436,321, and Tenant shall bear and pay for the cost of the Tenant Improvements (which cost shall include, without limitation, the costs in excess of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, and all architectural, design, space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c) of the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowancesuch amount. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of If the cost of the Tenant Improvements allocable is reasonably estimated by Landlord to laborexceed such amount, materials such estimated overage shall be paid by Tenant before Landlord begins construction, and equipment incorporated in a final adjusting payment, based upon the Building or Common Areas during the period from the first day actual costs of the same month projected through the last day Tenant Improvements, shall be made promptly after Tenant accepts possession of the monthPremises. Each application Landlord will competitively bid all Tenant Improvements and will disclose such bids to Tenant on an “open book” basis. If after approval of the Drawings (as defined below), Tenant shall desire any changes to the Tenant Improvements it shall follow the procedure for payment Change Orders described in Paragraph 1(b) above. Any and all costs of reviewing any Change Order Request relative to the Tenant Improvements, and any and all costs of making any changes to the Tenant Improvements which Tenant may request and which Landlord shall set forth such information approve shall be at Tenant’s sole cost and expense, and shall be accompanied paid to Landlord upon demand and before commencement of the work covered by such supporting documentation as the Change Order. Landlord shall be reasonably requested by Landlord, including proceed with and complete the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from construction of the Tenant Improvement Contractor Improvements in a good and workmanlike manner in accordance with all subcontractors legal requirements and suppliers furnishing labor or materials during such period any Drawings prepared and fully executed unconditional lien releases from all such entities covering approved by the prior payment period. (C) parties as described below. The construction of the Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, andImprovements shall, to the best of our knowledgeextent possible, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to be coordinated with the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission construction of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paidImprovements. The foregoing Landlord Improvements shall not be read deemed to prevent have achieved Substantial Completion until the Tenant from curing Improvements shall also have been Substantially Completed (also to be based upon the applicable default opinion of the Architect of Record). The Landlord and then being entitled Tenant shall work together to prepare designs and construction drawings (collectively, the applicable disbursement once “Drawings”) for the default Initial Improvements and any such Drawings must be mutually approved by Landlord and Tenant before work is cured if commenced. The cost of such cure is completed within designs and drawings shall be part of the applicable cure period, if any, expressly set forth in this Work Letter or the Leaseallowance described above.

Tenant Improvements. Unless specified Except as otherwise hereinprovided below and subject to the Tenant Allowance (as defined below), Landlord agrees to cause the construction of alterations, improvements and finish-out to the Premises for Tenant’s use (the “Tenant Improvements”) in accordance with Final Working Drawings and Specifications approved by Landlord and Tenant in the following manner. Landlord hereby acknowledges receipt and approval of Tenant’s preliminary plans and specifications for the Tenant Improvements which are annexed hereto as Exhibit “B- 1” (the “Preliminary Plans”). Within fifteen days from the Effective Date of this Amendment, Landlord will cause to be prepared by Landlord’s architect (the “Architect”) and delivered to Tenant working drawings and specifications for the Tenant Improvements (the “Proposed Working Drawings”) which shall substantially conform to the Preliminary Plans and shall include reasonably detailed plans and specifications for the Tenant Improvements in form and content and containing sufficient information and detail to allow for competitive bidding or negotiated pricing by contractor(s) selected and engaged by Landlord. Within five (5) days following Tenant’s receipt of such Proposed Working Drawings from Landlord, Tenant will advise Landlord of any required revisions to the Proposed Working Drawings, provided however such required revisions shall bear not increase the Construction Costs, delay the Substantial Completion of the Tenant Improvements, or materially deviate from the Preliminary Plans (the “Requested Changes”). Within fifteen (15) days following receipt of the Requested Changes, Landlord shall deliver Tenant revised Proposed Working Drawings incorporating the Requested Changes. The Proposed Working Drawings as revised by the Requested Changes will constitute the “Final Working Drawings and pay the cost Specifications.” Landlord will promptly begin construction of the Tenant Improvements (which cost shall include, without limitation, the costs of construction as provided for described in the Tenant Improvement Contractor’s contract, the cost of permits, Final Working Drawings and all architectural, design, space planning, Specifications and engineering services obtained by Tenant in connection will pursue construction with Tenant Improvements, office improvements, wiring and cabling costs, and cubicle costs; provided that, so long as Tenant is not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “reasonable diligence to completion. Tenant Improvement Allowance”). Landlord agrees to provide up to, but not in no event more than excess of seventy eight thousand four hundred one and 00/100 Dollars 78,401 .00) (calculated at $65 14.45 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion Rentable Area of the Common Areas described in Paragraph 2(cPremises) for costs of constructing the Lease), and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date Improvements (the “TI Allowance DeadlineTenant Allowance”). Any excess costs must be paid by Tenant. The cost of constructing Tenant Improvements will include (a) costs of labor and materials, after which (b) fees and other charges payable to contractors, (c) fees to governmental authorities for permits, inspections, and certificates of occupancy, and (d) other third party out-of-pocket costs and expenses incurred by Landlord shall have no further obligation that are directly related to provide any portion the preparation of the Final Working Drawings and Specifications or the construction of the Tenant Improvement AllowanceImprovements. Landlord The Tenant Allowance shall have no obligation to make disbursements not be utilized toward any of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architectfurniture, for payment of that portion of the cost of the fixtures or equipment including cabling. Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, must pay Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of constructing the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work Improvements in excess of the Improvement AllowanceTenant Allowance in full within ten (10) days of receipt of such estimate in writing. Any underpayment based on such estimate must be paid by Tenant to Landlord shall have no obligation to make any payments within fifteen (15) days alter delivery of Landlord’s invoice to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with reflecting the final accounting of the Construction Costs of the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the LeaseImprovements.

Tenant Improvements. Unless specified otherwise hereinSubject to force majeure events, Tenant including events, conditions, and occurrences that are outside of Landlord’s reasonable control that prevent or delay Landlord from performing its obligations, including requirements of, and approval from, governmental authorities and acts of God (collectively, “Force Majeure Events”), Landlord shall bear use commercially reasonable efforts to construct certain tenant improvements in the Premises for Tenant’s use in accordance with the permitted use set forth below. Landlord shall prepare plans, drawings and pay the cost specifications for Landlord’s construction of the Tenant Improvements (which cost shall includetenant improvements for Tenant’s review and reasonable comments, without limitation, provided that Tenant’s comments do not result in any delay in Landlord’s construction of the tenant improvements or increase in the costs of such construction. Any comments to Landlord’s plans, specifications and drawings shall be submitted to Landlord no later than five (5) business days after Tenant’s receipt of such plans, specifications and drawings. Landlord shall control all aspects of the design, preparation and construction as of the tenant improvements. 00000 X. Xxxxxxxxxx Xxxx #000 Xxxxxxxxxx, XX 00000 Budget $2,000,000 total Landlord budget for developing the Premises and constructing the tenant improvements outlined in Exhibit B. Rent: Exhibit D – Rental Schedule, provided for that in the Tenant Improvement Contractorevent that Landlord’s contracttotal costs (including hard and soft costs, the cost professional fees and costs, costs of permits, and all architecturalother related costs to be determined by Landlord) to develop the Premises and construct the tenant improvements exceeds Landlord’s budget, design, space planning, the annual and engineering services obtained by Tenant monthly rent amounts in connection with Tenant Improvements, office improvements, wiring and cabling the Rental Schedule shall increase to take into consideration such increase in Landlord’s total costs, in which event Landlord shall amend the Rental Schedule to reflect the increase in costs and cubicle costs; provided that, so long as Tenant is not the increase in monetary or material non-monetary default annual and monthly rent payments under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under constructionLease, which shall be utilized only for building improvements binding on Tenant. In addition to the Building (but a portion thereof up to a maximum payment of $5 per rentable square foot may be used for building improvements annual and monthly rent, and additional rent pursuant to the portion Lease, Tenant shall also pay to Landlord all use taxes, sales taxes, transaction privilege taxes, excise taxes, and other similar taxes associated with the Lease and Landlord’s receipt of the Common Areas described in Paragraph 2(c) of rent payments under the Lease), and for any related costs, including but not limited . All payments to design, engineering, construction, furniture and equipment appurtenant be made by Tenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until the date which is twelve (12) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until shall be made in such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon the Leased Premises containing 204,837 rentable square feet of space, and subject to measurement and adjustment form as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably is acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith. Tenant shall pay the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. If upon completion of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read obligated to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth accept any payments in this Work Letter or the Leasecash.

Tenant Improvements. Unless specified otherwise herein1) To maintain low CAM / utility fees, Tenant shall bear and pay Landlord requires that all lighting installed or used on the cost of the Tenant Improvements premises is LED (which cost shall include, without limitation, the costs of construction as provided for in the Tenant Improvement Contractor’s contract, the cost of permits, Light Emitting Diode) and all architectural, design, space planning, and engineering services obtained energy consumption appliances be energy star rated. All water consumption fixtures shall be “EPA Water Sense” rated low flow consumption. Exceptions to these efficiency requirements shall be approved in writing by the Landlord prior to installation as a lease addendum. 2) Tenant in connection with 1 shall maintain a “Special Form” property insurance covering all of Tenant Improvements, office 1 leasehold improvements, wiring alterations, additions or improvements, trade fixtures, merchandise and cabling costspersonal property from time to time, and cubicle costs; provided thatin on or upon the Premises, so long as Tenant is in an amount not in monetary or material non-monetary default under the Lease or this Work Letter, Landlord shall contribute a maximum of $65 per rentable square foot, for an aggregate maximum of $13,314,4051 less than eighty percent (the “Tenant Improvement Allowance”), but in no event more than $65 per square foot of the applicable space under construction, which shall be utilized only for building improvements to the Building (but a portion thereof up to a maximum of $5 per rentable square foot may be used for building improvements to the portion of the Common Areas described in Paragraph 2(c80%) of their full replacement cost from time to time during the Lease)term of this Agreement, and for providing protection against any related costsperil included within an “All-Risk” policy. Insurance shall cover all of Tenant’s property in, including but not limited to design, engineering, construction, furniture and equipment appurtenant to on or about the Leased Premises, cabling, project management fees, moving expenses, and signage, and shall be available to Tenant only until written for at least the date which is twelve (12full replacement cost with a deductible of not more than $10,000.00. 3) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Landlord shall have no further obligation to provide any portion of the Tenant Improvement Allowance. Landlord shall have no obligation to make disbursements of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary or material non-monetary default under the Lease or this Work Letter by Tenant until such default has been cured. Subject to such TI Allowance Deadline, and based 1 Based upon Plate glass insurance covering all plate glass in the Leased Premises containing 204,837 rentable square feet at a $500 deductible with minimum coverage of space, and subject to measurement and adjustment as described in the “Leased Premises” definition in Article 1 of the Lease. Building D upon applications for payment prepared, certified and submitted by Tenant as described below, Landlord shall make progress payments from the Tenant Improvement Allowance to Tenant in accordance with the provisions of this Paragraph 3 (but in no event more than $65 per square foot for the applicable space under construction), as follows: (i) Not later than the 25th day of each month Tenant shall submit applications for payment to Landlord in a form reasonably acceptable to Landlord, including Tenant Improvement Contractor’s Application and Certification for Payment AIA G702 certified by Tenant Improvement Architect, certified as correct by an officer of Tenant and by Tenant’s architect, for payment of that portion of the cost of the Tenant Improvements allocable to labor, materials and equipment incorporated in the Building or Common Areas during the period from the first day of the same month projected through the last day of the month. Each application for payment shall set forth such information and shall be accompanied by such supporting documentation as shall be reasonably requested by Landlord, including the following: (A) Invoices and canceled checks. (B) Fully executed conditional lien releases in the form prescribed by law from the Tenant Improvement Contractor and all subcontractors and suppliers furnishing labor or materials during such period and fully executed unconditional lien releases from all such entities covering the prior payment period. (C) Tenant Improvement Contractor’s worksheets showing percentages of completion. (D) Tenant Improvement Contractor’s certification as follows: “There are no known mechanics’ or materialmen’s liens outstanding at the date of this application for payment, all due and payable bills with respect to the Building have been paid to date or shall be paid from the proceeds of this application for payment, and there is no known basis for the filing of any mechanics’ or materialmen’s liens against the Building or the Property, and, to the best of our knowledge, waivers from all subcontractors are valid and constitute an effective waiver of lien under applicable law to the extent of payments that have been made or shall be made concurrently herewith.” (ii) On or before the 15th day following submission of the application for payment, so long as Tenant is not in default under the terms of this Work Letter or the Leases, Landlord shall pay a share of such payment determined by multiplying the amount of such payment by a fraction, the numerator of which is the amount of the Tenant Improvement Allowance, and the denominator of which is the sum of (i) estimated construction cost of all Tenant Improvement work and materials for the entire Leased Premises and Common Areas, and (ii) the estimated cost of all professional services, fees and permits in connection therewith10,000. Tenant shall be and remain liable for the repair and restoration of all such plate glass damages. 4) Tenant shall maintain business interruption insurance coverage, loss of income and extra expense insurance in amounts sufficient to pay for Tenant’s expenses and lost income. 5) For sewer & water service alterations, see also Section 12 “Utilities”. 6) Insurance covering all attached improvements and fixtures including ceiling, roof penetrations, electrical and light, partitioning walls, restrooms, carpeting, etc., whether provided by Landlord or not, in any amount not less than 100 percent (100%) of their full replacement cost value, providing protection against any peril included within the balance of such payment, provided that at such time as Landlord has paid the entire Tenant Improvement Allowance on account of such Tenant Improvement work, all xxxxxxxx classification “All-Risk”. 7) Any policy proceeds shall be paid entirely by Tenant; provided, however, that Landlord shall have no obligation to make disbursements used for the repair or replacement of the Tenant Improvement Allowance at any time that Landlord has delivered written notice of a monetary property damaged or material non-monetary default under the Lease or destroyed unless this Work Letter by Tenant until such default has been cured. If upon completion Agreement shall cease and terminate due to destruction of the Tenant Improvement Work and payment in full to the Tenant Improvement Contractor, the architect and engineer, and payment in full of all fees and permits, the portion of the cost of the Tenant Improvement Work, architects’ and engineers’ fees, permits and fees theretofore paid by Landlord is less than the Tenant Improvement Allowance, Landlord shall reimburse Tenant for costs expended by Tenant for Tenant Improvement work up to the amount by which the Tenant Improvement Allowance exceeds the portion of such cost theretofore paid by Landlord. Landlord shall have no obligation to advance the Tenant Improvement Allowance to the extent it exceeds the total cost of the Tenant Improvement Work. In no event shall Landlord have any responsibility for the cost of the Tenant Improvement Work in excess of the Improvement Allowance. Landlord shall have no obligation to make any payments to Tenant Improvement Contractor’s material suppliers or subcontractors or to determine whether amounts due them from Tenant Improvement Contractor in connection with the Tenant Improvement work have, in fact, been paid. The foregoing shall not be read to prevent Tenant from curing the applicable default and then being entitled to the applicable disbursement once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Work Letter or the Leasepremises.