Common use of Allowance Clause in Contracts

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowance.

Allowance. The Landlord shall contribute to the costs and expenses of all costs for the planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Improvements in an amount not to exceed the Allowance. If the final costs for Tenant Improvements exceed the Allowance, Tenant shall be responsible for such excess costs. If the total cost of performing Tenant Improvements is less than the Allowance, portions of the Allowance may be used only towards Tenant's soft costs and existing Lease or Amendment obligations in accordance with Section 1 of this Work Letter. Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant Improvements are complete (as provided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing (“Draw Request”) for the hard costs and Eligible Soft Costs Allowance which request shall include: (as hereinafter defineda) “as-built” drawings showing all of construction Tenant Improvements; (b) a detailed breakdown of Tenant’s Work pursuant to 's final and total construction costs, together with receipted invoices showing payment thereof; (c) a certified, written statement from the approved plans Architect that all of Tenant Improvements has been completed in accordance with the Drawings; (d) all required AIA forms, supporting final lien waivers, and specifications. “Eligible Soft Costs” shall be deemed to be costs releases executed by the Architect, General Contractor, the Major Subcontractors and expenses incurred by Tenant which are directly all subcontractors and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided suppliers in connection with Tenant Improvements; (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the negotiation Expansion Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant's business from the Expansion Premises; and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the Leaseconditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements. For Upon Landlord's Representatives receipt and approval of the avoidance Draw Request, Landlord shall pay the balance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion PremisesAllowance. Payment of the Allowance by Landlord shall be made by Landlord to Tenant within thirty (30) days, unless Landlord’s Representative notifies Tenant’s Representative, in writing, of its rejection (and the reasons therefor) of any or all of the Draw Request. To the extent Landlord does not so reject any portion of said Draw Request, Landlord shall timely pay the Draw Request. Notwithstanding the foregoing to the contrary, but subject to Section 1 of this Work Letter, Landlord will pay the amount of the Allowance to Tenant in progress payments (not more often than monthly). Such progress payments will be made not later than thirty (30) days following the last to occur of: (i) completion after receipt by Landlord’s Representative from Tenant’s Representative of copies of Tenant’s Work, (ii) Landlord’s receipt of invoices from its Architect or General Contractor together with a certificate from Tenant’s invoice substantiating Representative indicating that the costs related theretowork to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Workor delivered to, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the AllowanceExpansion Premises. Such progress payments will be made payable to Tenant and will be for the undisputed amount of the submitted invoices, less a ten percent (10%) retainage (which shall not be released until such time as Landlord’s Representative has received the Draw Request). As a condition precedent to Landlord’s issuing any such progress payment subsequent to the first such progress payment, Tenant’s Representative will deliver to Landlord’s Representative an original lien waiver from its General Contractor waiving any claim for a mechanic’s or materialman’s lien with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment.

Allowance. Landlord shall provide to Tenant, an allowance of (x) up to Sixty and No/100 Dollars ($60.00) per rentable square foot of the Fifth Amendment Expansion Space (the “ES Allowance”), (y) up to 12/100 Dollars ($0.12) per rentable square foot of the Fifth Amendment Expansion Space (the “SP Allowance”) and (z) up to Two and 50/100 Dollars ($2.50) per rentable square foot of the Fifth Amendment Expansion Space (the “Bathroom Allowance”; together with the ES Allowance and the SP Allowance, the “Allowance”), subject to the terms and conditions set forth herein. The Allowance may shall be used only by Tenant to pay for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction cost of Tenant’s Work pursuant to construction of the approved plans Tenant Improvements, including, without limitation, hard construction costs, soft costs (such as permitting, architectural and specifications. “Eligible Soft Costs” shall be deemed to be engineering fees) voice and data wiring and cabling costs and expenses incurred by Tenant which are directly furniture, fixtures and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license feesequipment expenses; provided, however, that the Bathroom Allowance shall be used only for Tenant Improvements in no event the bathroom(s) for the Phase 2 Expansion Space. All Tenant Improvements shall the Eligible Soft Costs exceed fifteen percent be (15%a) subject to all other terms and conditions of the total Allowance Lease; (b) based on plans previously approved by Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; (c) performed in a good and workmanlike manner by contractors previously approved by Landlord, such approval shall not be used for services provided unreasonably withheld, and (d) be in compliance with all applicable laws and regulations. Any approval (including deemed approval) by Landlord in connection with the negotiation Tenant Improvements shall be subject to the terms and conditions of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the The Allowance shall be made payable directly to Tenant by Landlord and Landlord shall disburse the Allowance to Tenant on a periodic basis (but no more than once per month) within thirty (30) 30 days following the last to occur after receipt from Tenant of: (i) completion reasonable documentation of Tenant’s Workpayment by Tenant for materials and labor, as the case may be, with respect to the Tenant Improvements that are the subject of such requisition; (ii) Landlord’s receipt of Tenant’s invoice substantiating partial lien waivers or final lien waivers, as applicable, from any contractors or laborers hired by Tenant to perform any Tenant Improvements in the costs related thereto, Fifth Amendment Expansion Space and/or Original Premises; (iii) Landlord’s receipt prior to the final requisition only, a certificate of final lien waivers from all contractors occupancy or equivalent document issued by a local government agency or building department certifying the Tenant Improvements compliance with applicable building codes and subcontractors who performed Tenant’s Workother laws, and indicating the Phase 1 Expansion Space, and/or Original Premises (as applicable) to be in a condition suitable for occupancy; and (iv) Landlord’s receipt of a copy any other information or materials reasonably requested by Landlord with respect to the requisition or Tenant Improvements in question. Any portion of the final permit approved Allowance which has not been properly requisitioned by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) Tenant on or before December 31the last day of the twenty-fourth (24th) calendar month following the Phase 2 Expansion Effective Date shall be deemed forfeited by Tenant and Landlord shall have no further obligation with respect thereto. Notwithstanding the foregoing, 2017 at which time Landlord shall not be obligated to pay any Allowance (and Tenant hereby waives shall not be permitted to submit any and all rights to requisition for any unused portion of the Allowance) at any time when there exists a default by Tenant under the Lease, beyond applicable notice and cure periods. Notwithstanding anything to the contrary contained in the Lease, in no event shall Tenant be obligated to pay Landlord a supervisory or oversight fee for the completion of the Tenant Improvements, nor shall Tenant be obligated to provide any secure assurances for the completion of the same.

Allowance. The Allowance may be used only for the hard costs So long as Tenant is not in default of this Lease, and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant subject to the approved plans and specifications. “Eligible Soft Costs” limitations described in the next following paragraph, Landlord shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related pay to Tenant’s Work 's contractors and which relate solely materialmen, as a “Construction Allowance” an amount up to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made $5,258,025.00 ($75.00 psf) to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubtplanning, Eligible Soft Costs shall expressly exclude any financing architectural/engineering fees, demolition, Tenant's Work construction costs, attorneys’ and construction management/oversight fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, rackingfixtures and equipment expenses and moving expenses (collectively, equipmentthe “Actual Construction Costs”), cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance said amount shall be made by Landlord paid directly to Tenant Tenant's contractors and materialmen within thirty (30) days following of the last to occur ofof all of the following: (ia) completion all Tenant's Work performed by Tenant in the Premises shall have been substantially completed in accordance with the provisions of the Exhibits of this Lease and Tenant’s 's plans and specifications; (b) Tenant shall have furnished Landlord a standard sworn “owners” statement /affidavit for Tenant's Work, (iic)Tenant shall• have furnished Landlord a stai1dard sworn “general contractor's” statement /affidavit for Tenant's Work; (d) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of Tenant shall have furnished to Landlord final lien waivers from all contractors general contractors, subcontractors and subcontractors materialmen who performed supplied services or material as part of Tenant’s 's Work, and ; (ive) Landlord’s receipt of Tenant shall have provided Landlord with a copy of the final permit approved certificate of occupancy (or its equivalent) for the Premises issued by the applicable governing authority appropriate governmental entity; and (f) Tenant shall have provided Landlord with “as-built” plans of Tenant's Work on a CD in Autocad format. Tenant shall have the right to request that Landlord pay Tenant's contractors and materialmen a portion of the Construction Allowance monthly provided that Tenant complies with the provisions of subsections (b), (c) and (d) above (provided that to satisfy this subsection [d], Tenant shall furnish Landlord partial lien waivers from all general contractors, subcontractors and materialmen who supplied services or material as part of Tenant's Work) and the amount Tenant's Work actually completed and installed in the Premises, for any work which requires payment is requested, is more than the amount of the Construction Allowance requested; and provided further that Tenant complies with subsections (a) through (f) above with regard to the final portion of the Construction Allowance. Tenant and Landlord shall establish a standard construction escrow at the office of the Landlord's title insurance company (the “Construction Escrow”) for the purpose of Landlord funding the Construction Allowance and Tenant paying the cost of Tenant's Work. Landlord and Tenant shall comply with the provisions of the Construction Escrow, and Tenant shall pay 100% of the cost of same. Landlord All payments for Tenant's Work shall be under funded through the Construction Escrow. Unless required by Landlord's lenders or equity partners, the Construction Escrow will not require (i) that the title company issue date down mechanic lien endorsements every time part of the Construction Allowance is funded or (ii) that there be an inspecting architect who approves every draw; provided that if (i) and/or (ii) aforesaid is required, same shall be at Tenant's cost. Notwithstanding anything to the contrary contained herein, the Tenant shall use no obligation more than the following amounts of the Construction Allowance toward the following Actual Construction Costs: (i) $788,703 for construction management/oversight fees; and (ii) $1,402,140 for furniture, fixtures and equipment expenses and moving expenses. Prior to beginning construction of Tenant's Work, Tenant shall provide Landlord with a budget showing the anticipated cost of Tenant's Work. If the budget for Tenant's Work indicates that the cost of Tenant's Work exceeds the amount of the Construction Allowance, before Landlord is obligated to fund any part of the Construction Allowance, Tenant shall, using its own funds, pay for any the cost of that part of Tenant’s 's Work that is in excess of the Allowance. FurtherConstruction Allowance and Tenant's payment of same, through the Allowance Construction Escrow, shall only be available for Tenant’s use for work performed and submitted a condition to Landlord for reimbursement in accordance with Landlord's obligation to pay the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Construction Allowance.

Allowance. The So long as Tenant is not in default under the Amended Lease, commencing as of the mutual execution of this Amendment ("Allowance may Availability Date"), Landlord shall make available to Tenant an allowance of up to One Hundred Thousand and No/100ths Dollars ($100,000.00) (the "Allowance") which shall be used only by Tenant to pay for costs of completing refurbishments (the hard costs and Eligible Soft Costs (as hereinafter defined"Refurbishment Work") of construction of Tenant’s Work pursuant to the approved plans Premises subject to Landlord's prior written approval and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection 's compliance with the negotiation terms and conditions of the Lease, including, without limitation, Sections 12 and 13.1 thereof. For Landlord shall pay Tenant the avoidance lesser of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, the actual cost of the Refurbishment Work or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last after Tenant submits to occur ofLandlord copies of any and all contracts, receipts, and lien waivers or releases, evidencing: (ia) completion of Tenant’s the costs incurred by Tenant for the Refurbishment Work, (iib) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed which have been paid in full by Tenant’s Work, and (ivc) Landlord’s receipt the absence of a copy any liens from any person or entity performing work and/or providing services and/or supplies in connection with the Refurbishment Work. Notwithstanding the foregoing, if Tenant has not substantially completed the Refurbishment Work and requested payment of the final permit approved applicable portion of the Allowance by the applicable governing authority for any work which requires last day of the same. Landlord shall be under no twelfth (12th) calendar month following the Allowance Availability Date, Tenant's right and interest in and to the Allowance, and Landlord's obligation to pay the Allowance to Tenant, shall be null and void and of no further force or effect. Except for the Allowance and the Roof Work as provided in Section 3(b) below, Landlord shall not be obligated to refurbish or improve the Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Premises in conjunction with the New Term, and Tenant hereby accepts the Premises in its current "AS-IS" and "WHERE-IS" condition. Tenant further acknowledges that except as expressly provided in this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, if any, or the Property, or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowance's business.

Allowance. Subject to the terms and conditions of this Section, Landlord shall provide Tenant with an allowance of up to One Million Dollars ($1,000,000.00) (the “Allowance”). The Allowance may be used only for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of which may include, but not be limited to, hard and soft costs associated with Tenant’s invoice substantiating Work to build the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s WorkBuilding, and (iv) Landlord’s receipt of a copy of may include furniture, fixtures, equipment in the final permit approved by the applicable governing authority for any work which requires the samePremises. Landlord Tenant shall be under no obligation to pay responsible for any all costs of Tenant’s Work in excess of the Allowance. FurtherSubject to the terms and conditions of this Section, and so long as there is no default ongoing beyond any notice and/or cure period, partial payments of the Allowance provided by Landlord shall only be available made to Tenant within thirty (30) days of Tenant submitting to Landlord evidence of each payment made to Tenant’s general contractor with: (i) a commercially reasonable breakdown of the Tenant’s Work included in the payment and (ii) a Form W-9, Request for Taxpayer Identification Number and Certification, executed by Tenant. The first twenty seven percent (27%) of the Allowance owed to Tenant shall be withheld by Landlord until completion of the building improvements on the Property, and Landlord’s obligation to disburse the first twenty seven percent (27%) of the Allowance is expressly conditioned upon receipt of the following “Allowance Deliverables”: (i) Tenant has furnished to Landlord a copy of a commercially reasonably detailed final cost breakdown for Tenant’s use for work performed Work and submitted Landlord has inspected the Premises to confirm that Xxxxxx’s Work has been completed in a good and workmanlike manner according to the Tenant’s Approved Plans; (ii) Tenant has furnished to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31commercially reasonable final affidavits and final lien releases from Xxxxxx’s general contractor, 2017 at which time Tenant hereby waives any if any, all subcontractors and all rights to any unused portion material suppliers for all labor and materials performed or supplied as part of Tenant’s Work (whether or not the Allowance is applicable thereto); and (iii) a copy of the Allowancecertificate of occupancy from the governmental authority having jurisdiction has been delivered to Landlord.

Allowance. Landlord agrees to contribute the Allowance toward the cost of design and construction of the Initial Alterations. The Allowance may only be used only for the hard cost of preparing design and construction documents and mechanical and electrical plans for the Initial Alterations and for demolition and costs in connection with the Initial Alterations including, without limitation, cabling and Eligible Soft Costs (as hereinafter defined) conduiting, the payment of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architectplan check, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting permit and license fees, consultants fees, signage, testing and inspection costs, after-hours HVAC usage, Title 24 fees, and contractors’ fees and general conditions and as otherwise provided in Section G below. The Allowance shall be paid to Tenant or, at Landlord’s option, to the order of the general contractor that performs the Initial Alterations, in periodic disbursements within thirty (30) days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Initial Alterations for which disbursement is being requested and all other statements and forms required for compliance with the mechanics’ lien laws of the state in which the Premises is located, together with all such invoices, contracts, or other supporting data as Landlord or Landlord’s Mortgagee may reasonably require; (iv) a request to disburse from Tenant in a form reasonably approved by Landlord containing an approval by Tenant of the work done (vis-à-vis Landlord) and showing the schedule, by trade, of percentage of completion of the Initial Alterations in the Premises, detailing the portion of the work completed and the portion not completed; and (v) all other information reasonably requested by Landlord. Upon completion of the Initial Alterations, and prior to final disbursement of the Allowance, Tenant shall furnish Landlord with: (1) general contractor and architect’s completion affidavits, (2) full and final waivers of lien, (3) receipted bills covering all labor and materials expended and used, (4) record set plans of the Initial Alterations marked with all changes from approved drafts, and (5) the certification of Tenant and its architect that the Initial Alterations have been installed in a good and workmanlike manner in accordance with the Approved Working Drawings, and in accordance with applicable laws, codes and ordinances. In no event shall Landlord be required to disburse the Allowance more than one time per month. If the Initial Alterations exceed the Allowance, Tenant shall be entitled to the Allowance in accordance with the terms hereof, but each individual disbursement of the Allowance shall be disbursed in the proportion that the Allowance bears to the total cost for the Initial Alterations. Notwithstanding anything herein to the contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured Monetary Default under the Lease, and Landlord’s obligation to disburse shall only resume when and if such default is cured. Notwithstanding any provision to the contrary contained in this Work Letter, in the event that any of the Allowance required to be paid by Landlord in accordance with the terms of this Work Letter are not paid when due (provided that all applicable conditions for the payment of any such amounts set forth herein have been fully satisfied, including, but not limited to, the expiration of any time period set forth herein for Landlord to pay any such amounts), Tenant shall have the right, following thirty (30) days written notice to Landlord, to offset such amounts, together with interest at the Interest Rate from the date such payments were due, against the next payments of Base Rent, on a monthly basis, until such amounts are fully exhausted; provided, however, that Landlord shall have the right, in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided good faith, to notify Tenant in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant writing within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating notice that the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed amounts described in Tenant’s Worknotice have been previously paid by Landlord, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. upon Landlord providing evidence thereof to Tenant, Tenant shall not be under no obligation entitled to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowanceoffset such amount against monthly Base Rent.

Allowance. The Allowance may Landlord shall provide Tenant with an allowance in an amount up to, but not to exceed, One Hundred Thousand and No/100 Dollars ($100,000.00) (the “Allowance”) to be used only toward costs incurred by Tenant in installing additional air conditioning equipment in the Premises (the “Improvements”). Landlord shall pay the documented cost of the Improvements directly to Tenant or, at Tenant’s option, to Tenant’s HVAC contractor, and deduct the amount of all such payments from the Allowance. Notwithstanding the foregoing, Landlord shall not be obligated to pay any portion of the Allowance unless and until Landlord shall have (i) approved all plans and specifications for such Improvements prior to commencement thereof; (ii) approved all contractors engaged by Tenant for the hard costs performance of the Improvements prior to commencement thereof; (iii) received certificates of insurance from all such contractors; (iv) received invoices documenting the cost of the Improvements for which payment is requested; and Eligible Soft Costs (as hereinafter definedv) received unconditional lien waivers from all contractors performing labor or providing materials for any portion of construction the Improvements. In connection with its review of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed , Landlord may require Tenant to be costs and expenses incurred by Tenant which are directly and primarily related to Tenantengage Landlord’s Work and which relate solely to the work of roof contractor for any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided roof penetrations necessary in connection with the negotiation Improvements, and the commercially reasonable cost thereof shall be deducted from the Allowance. All costs of construction of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment Improvements in excess of the Allowance shall be made payable by Tenant. Tenant shall obtain all necessary permits and governmental approvals necessary for the Improvements at its sole risk and expense and shall cause the Improvements to be constructed in accordance with such permits and approvals and all applicable laws. Landlord shall have no obligation to pay, reimburse or allow Tenant any right of offset to the extent of any unspent portion of the Allowance. The Allowance shall be available to Tenant within thirty for a period of ninety (3090) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms date of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the AllowanceAmendment.

Allowance. The Allowance may be used only for Landlord shall contribute $1,578,775 (the hard costs and Eligible Soft Costs (as hereinafter defined"ALLOWANCE") of construction of Tenant’s Work pursuant to toward the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred in connection with the performance of Tenant's Work, of which no more than $172,230 may be payable to Tenant's architects and engineers. Upon request by Tenant which are directly and primarily related the Allowance may be increased by an amount up to $4,592,800. In the event that Tenant requests such an increase, the Basic Annual Rent shall be increased by $0.14 per annum for each additional $1.00 advanced by Landlord to Tenant pursuant to Tenant’s Work 's request. Landlord shall be paid by Tenant the sum of $51,205 for monitoring and inspecting Tenant's Work, which relate solely to sum shall be deducted from the work Allowance. If the entire Allowance is not applied toward or reserved for the costs of any architectTenant's Work, space plannerTenant shall receive a credit of such unused portion of the Allowance (the "UNUSED ALLOWANCE"), engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event the Unused Allowance shall not exceed $82,500 with respect to Phase 1, and shall not exceed $75,377.50 with respect to Phase 2. Upon submission by Tenant to Landlord of a statement ("ADVANCE REQUEST") setting forth the Eligible Soft Costs exceed fifteen percent (15%) amount requested and a reasonably detailed summary of the total Allowance or Tenant's Work and Tenant Performed Landlord Work performed (which shall be used satisfied by a copy of an AIA standard form Application for services provided Payment (G 702) executed by the general contractor and by the architect) accompanied by lien releases from the general contractor and the subcontractors in connection with the negotiation respect of the Leaseprior advance. For Landlord, within five (5) business days following receipt by Landlord of the avoidance of doubtAdvance Request and the accompanying materials, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used advance to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment Tenant such amounts of the Allowance shall be made by and the Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Payment as Landlord shall reasonably determine to be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement due in accordance with the terms Advance Request and the accompanying statements. The Allowance and the Landlord Payment may be used for the payment of this subsection applicable construction and other applicable costs including, without limitation, laboratory improvements, finishes, Building fixtures, building permits and fees, architectural, engineering, design and consulting fees. Tenant shall have the right to retain its own specialty contractors (dsubject to approval by Landlord, such approval not to be unreasonably withheld, conditioned or delayed) on or before December 31, 2017 at which time Tenant hereby waives to perform any and all rights to any unused portion of the Allowance.work necessary to construct and outfit the Demised Premises which work shall not be payable out of the Allowance unless

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used Landlord agrees to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item the cost of personal property which the Tenant Improvements (the "Basic Project Costs") in an amount not to exceed Seven Hundred Seventy-Three Thousand Five Hundred Ninety-Five Dollars ($773,595) ("Tenant Improvement Allowance"). Provided Tenant is not intended to be permanently affixed in default hereunder, Landlord shall disburse the Tenant Improvement Allowance applicable to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord Project Basic Costs from time to Tenant time, within thirty (30) days following of each notice by Tenant of such cost being payable to such contractor, subcontractor or vendor, as the case may be upon the last to occur of: of Landlord's receipt of (i) completion copies of Tenant’s WorkGeneral Contractor's (as hereinafter defined) applications for payment, including the General Contractor's final application for payment in conjunction with the last draw hereunder, (ii) Landlord’s receipt complete release of Tenant’s invoice substantiating General Contractor and subcontractor rights to mechanic's lien claims on account of the costs related theretoTenant Improvements to which such draw is applicable and in conjunction with the final draw a final lien release and such other documentation as Landlord may require in conjunction therewith to enable Landlord to obtain a title insurance endorsement over mechanic lien rights, (iii) Landlord’s receipt evidence of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy completion of the final permit approved by Work to which such draw applies. The Tenant Improvement Allowance is based on a rentable square footage of the applicable governing authority for Premises of 17,191 rentable square feet and Forty Five Dollars ($45.00) per rentable square foot. Landlord's total financial obligation with respect to the purchase, construction and installation of the Tenant Improvements or any work which requires other improvements to the same. Landlord Premises shall be under no obligation limited solely to the Tenant Improvement Allowance. Tenant agrees to pay for any costs related to completion of Tenant’s the Work in excess of the Tenant Improvement Allowance ("Excess Costs"). To the extent the Basic Project Costs are less than the Tenant Improvement Allowance ("Excess Allowance. Further"), the Excess Allowance may be utilized by Tenant in an amount not to exceed One Hundred Seventy-One Thousand Mine Hundred Ten Dollars ($171,910) to reimburse Tenant for cabling, consultant fees, permits, furniture or as a credit against Base Rent and any excess beyond such amounts shall only be available for Tenant’s use for work performed and submitted remain the property of Landlord. Notwithstanding anything contained herein to Landlord for reimbursement the contrary, and in accordance addition to the Allowances (to the extent necessary), Tenant shall spend all amounts required to complete the Tenant Improvements Work in substantial conformance with the terms of this subsection (d) on or before December 31Approved Working Drawings, 2017 at which time Tenant hereby waives any using class A workmanship and all rights to any unused portion of the Allowancenew class-A materials.

Allowance. The Allowance may On the Effective Date, the RBL Claims shall be used only Allowed in their entirety for all purposes of the hard costs Plan in the aggregate principal amount of $188,500,000, plus any accrued and Eligible Soft Costs unpaid interest (as hereinafter defined) of construction of Tenant’s Work pursuant accruing at the default rate to the approved plans extent provided under the RBL Credit Agreement), fees, costs, and specifications. “Eligible Soft Costs” other expenses arising under, and payable pursuant to, the RBL Credit Agreement on or before the Effective Date, which shall not be deemed subject to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architectavoidance, space plannerreductions, engineersetoff, offset, recharacterization, subordination, counterclaims, cross claims, defenses, disallowance, impairments, or similar construction professional any other challenges under applicable law or which are direct payments made to applicable authorities for permitting and license fees; providedregulation by any entity. Treatment: On the Effective Date, however, that in no event shall the Eligible Soft Costs exceed fifteen percent each Holder of an Allowed RBL Claim will receive (15%a) its pro rata share (determined as a percentage of all Allowed RBL Claims) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs All Lender Portion and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30b) days following the last to occur of: (i) completion if such Holder elects to participate in the Exit Revolving Facility, (x) such Holder’s pro rata share (determined as a percentage of Tenantall Allowed RBL Claims owned by Holders electing to participate in the Exit Revolving Facility) of the Exit Facility Revolving Lender Cash Portion and (y) Exit Facility Revolving Loans with a principal amount equal to the amount of such Holder’s WorkAllowed RBL Claim (after application of the All Lender Portion and the Exit Facility Revolving Lender Cash Portion to such Holder’s Allowed RBL Claim) and commitments under the Exit Revolving Facility, upon the terms and conditions set forth in the Exit Facility Term Sheet, and (ii) Landlordif such Holder does not elect to participate in the Exit Revolving Facility, Second Out Term Loans with a principal amount equal to the amount of such Holder’s receipt of Tenant’s invoice substantiating the costs related thereto, RBL Claim (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy after application of the final permit approved All Lender Portion to such Holder’s Allowed RBL Claim). The Liens securing the RBL Credit Facility shall be retained by the applicable governing authority for any work which requires Exit Facility Agent to secure the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of Exit Facility upon the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the AllowanceEffective Date.

Allowance. The In accordance with the terms of Exhibit B, Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the maximum amount of One Million Six Hundred Eighty-Three Thousand Eight Hundred Twenty-Five Dollars ($1,683,825) for all hard and soft costs incurred by Tenant relating to the design and construction of Tenant’s improvements at the Premises (“Tenant Improvement Work”), provided that Thirty-Three Thousand Dollars ($33,000) of the Tenant Improvement Allowance may shall be credited to Landlord and deducted from the Tenant Improvement Allowance for a construction management fee for the Tenant Improvement Work (the “Management Fee”). For avoidance of doubt, the Tenant Improvement Allowance is not applicable to and shall not be used only for by Tenant with respect to the hard costs and Eligible Soft Costs Roof Deck (as hereinafter defined). Tenant may utilize up to a maximum amount of Five Hundred Eighteen Thousand One Hundred Dollars ($518,100) of construction the Tenant Improvement Allowance towards the cost of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be furniture, fixtures, moving costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work applied towards future payments of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license feesBase Rent; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion any costs related to furniture, fixtures and moving must be utilized within six (6) months after the Commencement Date, otherwise such right to use this specific portion of Tenant’s Workthe Tenant Improvement Allowance for such items is waived, and (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms amounts of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused specific portion of the Tenant Improvement Allowance may be applied towards future payments of Base Rent up and until the first anniversary of the Rent Commencement Date, otherwise such right to apply to future payments of Base Rent shall be waived. In addition to the Tenant Improvement Allowance, Landlord has previously disbursed to Tenant the amount of Seven Thousand Seven Hundred Seventy-One Dollars and Fifty Cents ($7,771.50) towards the payment of the plans for the Tenant Improvement Work (“Plans Allowance”).

Allowance. The Tenant shall be entitled to a one-time tenant improvement allowance (the “Allowance”) in the amount of $25,000.00 to be applied toward the Allowance may Items (defined in Section 1.2 below). Tenant shall be used only responsible for all costs associated with the hard Tenant Improvement Work, including the costs and Eligible Soft Costs of the Allowance Items, to the extent such costs exceed the lesser of (a) the Allowance, or (b) the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. If any portion of the Allowance remains after the Allowance Items have been fully paid for, Landlord, upon Tenant’s request, shall disburse such portion of the Allowance (the “Excess Allowance”) to Tenant, to be applied (as hereinafter definedspecified in Tenant’s request), toward (i) the reasonable costs of furniture or typical office equipment purchased by Tenant for use in the Premises during the Term (“FF&E Costs”), which furniture and/or equipment shall be Tenant’s Property under the Lease, within 30 days after receiving paid invoices from Tenant with respect to such FF&E Costs, (ii) the cost of moving Tenant’s furniture, equipment and/or other personal property into the Premises (“Moving Costs”), within 30 days after receiving paid invoices from Tenant with respect to such Moving Costs, (iii) the cost of installing data or telecommunications cabling in the Premises (“Cabling Costs”), within 30 days after receiving paid invoices from Tenant with respect to such Cabling Costs, (iv) the installment(s) of construction Base Rent next due and payable under the Lease, as amended, or (v) provided Landlord is then the landlord under the New Lease, towards any “Allowance Items”, “FF&E Costs”, “Moving Costs” or “Cabling Costs” under the New Lease (as defined in Section 7.1 of Tenant’s Work pursuant the Agreement), to the approved plans extent defined in and specificationsprovided for in the New Lease. “Eligible Soft Costs” Notwithstanding the foregoing, if Tenant fails to use the entire Allowance (including any Excess Allowance) by October 31, 2010, the unused amount shall be deemed revert to be costs Landlord and expenses incurred by Tenant which are directly and primarily related to Tenant’s shall have no further rights with respect thereto. Notwithstanding any provision in this Work and which relate solely Letter or the New Lease to the work of any architectcontrary, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall Landlord’s collective allowance payment/application obligations pursuant to this Work Letter and the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed “Work Letter” attached to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s WorkNew Lease, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related theretoif any, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowanceexceed $100,000.00.

Allowance. The Allowance may be used only Upon and subject to the terms and conditions of this Section 3(c), Landlord shall reimburse Tenant for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction cost of Tenant’s Work pursuant to performing its initial tenant improvements in the approved plans and specifications. Premises (the “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and Work”) [which relate solely to may be performed at any time during the work first twelve (12) Lease Months of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license feesthe Term]; provided, however, that Landlord’s obligation to reimburse Tenant for the Tenant’s Work shall be: (i) limited to the lesser of (A) actual construction costs incurred by third parties on behalf of Tenant in no event shall the Eligible Soft Costs exceed fifteen percent (15%) its construction of the total Allowance or be used for services provided in connection with Tenant’s Work; and (B) an amount up to, but not exceeding, $17,020.00 (the negotiation “Allowance”); and (ii) conditioned upon Landlord’s receipt of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property written notice (which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance notice shall be made accompanied by invoices and documentation set forth below) from Tenant that the Tenant’s Work has been completed and accepted by Tenant. Landlord to Tenant shall make payment for the Tenant’s Work (limited as described above) within thirty (30) days following the last Tenant’s delivery to occur Landlord of: (ix) completion of third-party invoices for costs incurred by Tenant in constructing the Tenant’s Work; (y) evidence that Tenant has paid the invoices for such costs; and (z) final, (ii) Landlord’s receipt unconditional lien waivers in the statutory form from any contractor or subcontractor who has constructed any portion of the Tenant’s invoice substantiating Work or any materialman who has supplied materials used or incorporated into any portion of the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work. The Tenant’s Work shall be performed in accordance with all the provisions of the Lease. All bills for the Tenant’s Work must be submitted on or before May 31, 2013, and (iv) LandlordLandlord will make no further payments related to the Tenant’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the sameWork with respect to disbursement requests submitted to Landlord after such date. Landlord shall be under have no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement at any time that Tenant is in accordance with the terms default of its obligations under this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the AllowanceLease.

Allowance. The Amount; Reimbursable Costs & Payment. Allowance may be used only means an amount up to a maximum of Six Hundred Eighty-Five Thousand Six Hundred Fifty-Two and 00/100 Dollars ($685,652.00) to reimburse Tenant for the hard actual costs of design, engineering, plan review, obtaining all approvals and Eligible Soft Costs (as hereinafter defined) of permits, and construction of Tenant’s Tenant Work pursuant to in the approved plans Premises (including the Construction Monitoring Fee), and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services payable as provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunderbelow. In no event will shall the Allowance be used to pay reimburse Tenant for moving or storage expenses or Tenant's FF&E (as such term is defined herein). For purposes of this Amendment, "Tenant's FF&E" shall mean Tenant's furniture, rackingfurnishings, telephone systems, computer systems, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed or fixtures, and installation thereof, including without limitation, "Tenant's Personal Property" described on Exhibit "G" to the Remaining Premises and Suite 4200 Expansion PremisesExisting Lease. Payment of the The Allowance shall be made by Landlord paid to Tenant within thirty (30) days following after the last to occur of: later of final completion of the Tenant Work and Landlord's receipt of (i) a certificate of completion of prepared by Tenant’s Work's Architect, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related theretofinal as-built plans and specifications pursuant to this Amendment, (iii) Landlord’s receipt of final full, final, unconditional lien waivers from all contractors and subcontractors who performed Tenant’s Workreleases, and (iv) Landlord’s receipt reasonable substantiation of a copy costs incurred by Tenant with respect to the Tenant Work. Tenant must prior to the date that is thirty-six (36) months from the Execution Date of this Amendment submit written application with the final permit approved by the applicable governing authority items required above for disbursement or reimbursement for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess reimbursable costs out of the Allowance. Further, and to the Allowance shall only be available extent of any funds for Tenant’s use for work performed which application has not been made prior to that date or if and submitted to Landlord for reimbursement in accordance with the terms extent that the reimbursable costs of this subsection (d) on or before December 31, 2017 at which time the Tenant hereby waives any and all rights to any unused portion Work are less than the amount of the Allowance, then any balance remaining thereafter shall be retained by Landlord as its sole property and Landlord shall have no obligation or liability to Tenant with respect to such excess.

Allowance. The Allowance may be used only for Landlord shall make available to Tenant an allowance (the hard costs and Eligible Soft Costs (as hereinafter defined“Allowance”) of construction of Tenant’s Work pursuant up to One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00), which shall be applied to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely in performing any approved tenant improvements or renovations to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made Premises (such improvements being referred to applicable authorities as the “Renovation Improvements”T Tenant shall be responsible for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) completion of the total Allowance or be used Renovation Improvements and for services provided obtaining all permits and other approvals required in connection with the negotiation of the Leasesuch Renovation Improvements. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur ofAll Renovation Improvements shall: (i) completion consist of Tenant’s Work, materials and finishes that are equal to or higher in quality and class than the materials and finishes currently existing in the Premises; (ii) Landlord’s receipt of be performed in accordance with working drawings, plans and specifications prepared by Tenant, at Tenant’s invoice substantiating sole expense subject to offset by the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s WorkAllowance, and (iv) Landlord’s receipt of a copy of the final permit previously approved in writing by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection b. below; and (iii) be considered alterations to the Premises subject to the applicable provisions of the Lease, including but not limited to Section 4.2 of the Initial Lease. The costs that are eligible to be reimbursed to Tenant for the Renovation Improvements shall include (a) all architectural fees and costs, construction management fees and costs, engineering fees and costs and any other fees, costs and expenses of any kind incurred or payable by Tenant in connection with the performance of the Renovation Improvements; (b) all fees and charges imposed by any governmental entity or authority in connection with the Renovation Improvements; (c) sales and use taxes; (d) on or before December 31insurance fees associated with the construction of the Renovation Improvements; (e) testing and inspecting costs; and (f) the costs and charges for materials and labor, 2017 at which time contractor's profit and contractor's general overhead incurred by Tenant hereby waives any in having the Renovation Improvements completed. Notwithstanding anything to the contrary contained herein, it is agreed that costs of the following Renovation Improvements are eligible for reimbursement to the Tenant from the Allowance: (i) the Demising Wall, (ii) all electrical work required to demise the space and all rights (iii) relocation of the battery charging station associated with demising the space. In addition, and notwithstanding anything to any unused portion the contrary contained herein, Landlord acknowledges and agrees that Tenant has commenced certain of the Renovation Improvements prior to the Amendment Effective Date and that the costs associated with such Renovation Improvements shall be eligible for reimbursement to the Tenant from the Allowance.

Allowance. The (i) Provided Subtenant is not in default hereunder, beyond any applicable notice and cure period, Sublandlord agrees to contribute $1,778,070.00 (the “Allowance”) toward the cost of design and construction of the initial Subtenant Improvements; the Allowance may will be used only for allocated among the hard costs First Floor Space and Eligible Soft Costs the Fourth Floor Space as follows: $165,900.00 (as hereinafter definedi.e., $60.00 per rentable square foot) will be applied to the design and construction of Subtenant Improvements in the First Floor Space, and $1,612,170.00 (i.e., $45.00 per rentable square foot) will be applied towards the design and construction of Subtenant Improvements in the Fourth Floor Space. Prior to the commencement of construction of Tenantthe initial Subtenant Improvements, Subtenant will submit to Sublandlord an estimate of the cost of design and construction of such Subtenant Improvements based upon the general contractor’s Work pursuant bid for such work (the “Improvements Cost”). As work progresses, Sublandlord will disburse the Allowance to Subtenant in monthly draws based upon the ratio that the Allowance bears to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to Improvements Cost (for example, if the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen Allowance is eighty percent (1580%) of the total Allowance or be used for services provided in connection with the negotiation Improvements Cost, Sublandlord will fund eighty percent (80%) of the Lease. For the avoidance of doubtmonthly draws), Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment as follows: monthly disbursements of the Allowance shall be made by Landlord paid to Tenant Subtenant’s contractor within thirty (30) days after receipt of the following the last to occur ofdocumentation: (ix) completion an application for payment containing true, correct and complete copies of Tenantinvoices from Subtenant’s Workcontractors or vendors covering all of the Subtenant Improvements covered by such draw; (y) contractor’s, (ii) Landlordsubcontractor’s receipt and material supplier’s conditional waivers of Tenant’s invoice substantiating liens which shall cover all of the costs related thereto, (iii) Landlord’s receipt Subtenant Improvements and all other statements and forms required for compliance with the mechanics’ lien laws of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, the state of California; and (ivz) Landlord’s receipt of plans and specifications for the Subtenant Improvements, together with a copy of certificate from an AIA architect that such plans and specifications comply in all material respects with all laws affecting the final permit approved by Building and Subleased Premises; notwithstanding anything herein to the applicable governing authority for contrary, Sublandlord shall not be obligated to disburse any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the AllowanceAllowance during the continuance of an uncured default under this Sublease, and Sublandlord’s obligation to disburse shall only resume when and if such default is cured.

Allowance. The Allowance may be used only Landlord shall provide an allowance to Tenant of $100,000.00 (the “Exterior Allowance”) to reimburse Tenant for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant improvements for a grade-level pedestrian connection to the approved plans Building, with walks, canopies, lighting, seating, snow melt, and specificationsother aesthetic features and improvements as mutually designed by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020. In addition, Landlord shall provide an additional allowance to Tenant of $10.00 per square foot (the “Eligible Soft Costs” Interior Allowance”) to reimburse Tenant for costs of improvements for interior features and improvements as proposes and mutually agreed upon by Tenant and Landlord, provided that such improvements are completed by Tenant during the period commencing January 1, 2019 and ending December 1, 2020, and provided further that Tenant has not theretofore exercised its Early Termination Right. Such improvements shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that performed in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection compliance with the negotiation provisions of this Lease, and the Lease. For the avoidance of doubtInterior Allowance and Exterior Allowance, Eligible Soft Costs shall expressly exclude any financing costsas applicable, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord disbursed to Tenant within thirty (30) days following Landlord’s confirmation that the last to occur of: (i) completion relevant improvements have been completed in accordance with plans and specifications approved by Landlord, and receipt by Landlord of Tenant’s Workverification of costs and all applicable releases and waivers of liens. Additionally, if Tenant exercises Extended Term 1 Landlord shall provide an allowance to Tenant of $5.00 per square foot (iithe “Extended Term Allowance”) to reimburse Tenant for costs of improvements to the Premises as mutually approved by Tenant and Landlord. Such improvements shall be performed in compliance with the provisions of this Lease, and the Extended Term Allowance shall be disbursed to Tenant within thirty (30) days following Landlord’s confirmation that the improvements have been completed in accordance with plans and specifications approved by Landlord, and receipt by Landlord of Tenant’s invoice substantiating the verification of costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion applicable releases and waivers of the Allowanceliens.

Allowance. The Allowance may be used only Landlord shall contribute to the costs and expenses of all costs for the hard planning and design of Tenant Improvements, including all permits, licenses and construction fees and constructing Tenant Work in an amount not to exceed the Allowance. If the final costs for Tenant’s Work exceed the Allowance, those Excess Costs shall be paid by Tenant. Provided this Lease is in full force and Eligible Soft Costs effect and Tenant is not in Default hereunder beyond any applicable notice and grace period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant’s Work is substantially complete (as hereinafter definedprovided under Section 11 hereof), Tenant’s Representative may submit to Landlord’s Representative a request in writing for the Allowance which request shall include: (a) “as-built” drawings showing all of construction Tenant Improvements, (b) a detailed breakdown of Tenant’s Work pursuant to final and total construction costs, together with receipted invoices showing payment thereof, (c) a certified, written statement from the approved plans Architect that all of Tenant Improvements have been completed in accordance with the Drawings, (d) all required AIA forms, supporting final lien waivers, and specifications. “Eligible Soft Costs” shall be deemed to be costs releases executed by the Architect, General Contractor, the Major Subcontractors and expenses incurred by Tenant which are directly all subcontractors and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided suppliers in connection with Tenant Improvements, (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the negotiation Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements and the operation of Tenant’s business from the Premises, and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the Leaseconditions set forth in this Work Letter and has satisfactorily completed the Tenant Improvements, including, at Landlord’s Representative’s option, a certificate from the General Contractor and Architect after inspection of the Tenant Improvements (“Draw Request”). For Upon Landlord’s Representative’s receipt and approval of the avoidance of doubtDraw Request, Eligible Soft Costs Landlord shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will pay the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment balance of the Allowance to Tenant. Payment by Landlord shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of days, unless Landlord’s Representative notifies Tenant’s WorkRepresentative, in writing, of its rejection (iiand the reasons therefor) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from any or all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by Draw Request. To the applicable governing authority for extent Landlord does not so reject any work which requires the same. portion of said Draw Request, Landlord shall be under no obligation to timely pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused such acceptable portion of the AllowanceDraw Request.

Allowance. The Allowance may be used only for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) Section 12 of the total Allowance or be used Fifth Amendment is amended and restated in its entirety to provide as follows: Landlord will provide Tenant with a cash allowance of $2,332,700 (the “Allowance”) which Tenant may use, at its discretion, for services provided in connection with the negotiation of the Lease. For the avoidance of doubtremodeling, Eligible Soft Costs shall expressly exclude any financing costsupgrades, attorneys’ feesalterations, equipment or other costs related to the Premises. The Allowance, the Relocation Allowance and expenses not expressly permitted hereunderthe 19th Floor Expansion Allowance are collectively referred to as the “Allowances”. In no event will Disbursements of any portion of the Allowance Allowances for Alterations shall be used paid to Tenant in periodic disbursements within 30 days after receipt of the following documentation: (i) an application for payment and sworn statement of contractor substantially in the form of AIA Document G-702 covering all work for which disbursement is to be made to a date specified therein; (ii) a certification from an AIA architect substantially in the form of the Architect’s Certificate for Payment which is located on AIA Document G702, Application and Certificate of Payment; and (iii) Contractor’s, subcontractor’s and material supplier’s waivers of liens which shall cover all Alterations for which disbursement is being requested. Disbursements of any portion of the Allowances for items other than Alterations shall be paid to Tenant within 30 days after receipt of invoices for the cost incurred by Tenant. If Landlord fails to timely pay the Allowances or any portion thereof, Tenant’s obligation to pay for moving Base Rent and Rent Adjustments (without interest or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to late charge) shall be permanently affixed to deferred until the Remaining Premises and Suite 4200 Expansion Premises. Payment applicable portion of the Allowance Allowances is paid. Tenant shall be made by pay Landlord to Tenant any Base Rent and Rent Adjustments so deferred within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by after the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the AllowanceAllowances is paid to Tenant. Notwithstanding the foregoing, the amount of Base Rent and Rent Adjustments that Tenant is entitled to defer shall be limited to the amount of the Allowances that is not timely paid by Landlord.

Allowance. The In connection with Tenant’s leasing of the Premises and the initial renovation thereof, Landlord shall provide to Tenant a tenant. improvement allowance not to exceed Eight Million Nine Hundred Twelve Thousand Five Hundred Fifty and zero/100 Dollars ($8,912,550) (i.e., $75.00 per rentable square foot of the Premises) (the “Allowance may for (a) tenant improvements performed in or to the Premises by Tenant following the date of this Lease, inclusive of all costs for plans and specifications therefor, and all costs incurred to design, engineer, construct and install the same (the “Hard Costs”), and (b) Landlord’s construction oversight, Tenant’s Project Management, permit costs, and related telephone and computer cabling and wiring costs (the “Soft Costs”) (such work and tenant improvements being hereinafter collectively referred to as the “Tenant Work”). Tenant shall, in connection with its performance of the Tenant Work, be used only solely responsible to obtain a certificate of occupancy or non-residential use permit for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Premises. The Tenant Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed an Alteration for all purposes hereunder and shall be performed in accordance with Exhibit A-I attached hereto. Subject to Landlord’s prior written approval thereto, which shall not be costs and expenses incurred by unreasonably withheld, delayed or conditioned, Tenant which are directly and primarily related shall have the right to Tenant’s Work and which relate solely to the work of any hire its own architect, space plannerproject manager, engineerand contractor(s) for the design, or similar engineering, and construction professional or which are direct payments made of the Tenant Improvements, although it is the preference of the Landlord and more efficient overall, to applicable authorities use one General Contractor for permitting and license fees; providedall of the construction work at the Building. Tenant shall pay to Landlord (or, howeverat Landlord’s election, that in no event shall the Eligible Soft Costs exceed fifteen to its construction contract manager), a construction contract oversight fee equal to one percent (151%) of the total Allowance or (such fee not to exceed $.75 per rentable square foot of the Premises) advanced, which shall be used paid to Landlord from the Allowance. Tenant shall promptly submit to Landlord (but no more frequently than monthly), (1) invoices for services provided all Hard Costs and Soft Costs incurred by Tenant in performing the Tenant Work, together with a signed architect’s certificate of substantial completion of work performed in connection with therewith, (2) signed waivers and releases of mechanic’s liens executed by all the negotiation general contractor contractors, subcontractors and suppliers performing the Tenant Work or providing materials in connection therewith conditioned only upon payment (as to funds being requested), and (3) such other information or documentation as Landlord or its lender may reasonably request or require, such as an estoppel certificate, or upon substantial completion of the LeaseTenant Work, an occupancy permit and/or architect’s final certificate of substantial completion (and architect’s confirmation of completion in compliance with approved plans). For Landlord shall, directly pay Tenant’s contractors, including general contractor, architect, engineer, project manager, owner’s suppliers, vendors, and consultants for appropriate amounts requested by the avoidance invoices, within forty-five (45) days of doubtreceipt of a request from Tenant. In addition to the foregoing, Eligible Soft Costs Tenant shall expressly exclude any financing costsprovide Landlord with final lien waivers from the general contractor, attorneys’ feesconditioned upon payment, or other costs subcontractors and expenses not expressly permitted hereundersuppliers as a condition of the final payment of amounts owed for the Tenant Work. In no event will event, however, shall Landlord be obligated to reimburse or credit Tenant for any amount if it individually or in the aggregate exceeds the total amount of the Allowance. Notwithstanding the foregoing, Landlord shall have no obligation to reimburse Tenant or to credit any portion of the Allowance be used under this Section for Hard Costs or Soft Costs if Tenant fails to comply with the terms and conditions of this Section, or if Tenant is in default of this Lease beyond applicable notice and cure periods at the time Tenant makes a request for payment or reimbursement. Tenant shall submit to Landlord all invoices and requests for reimbursement or payment of all Hard Costs and Soft Costs no later than the twelve (12) months following the Lease Commencement Date (such day being hereinafter referred to as the “Invoice Submission Deadline”); and Landlord shall have no obligation to reimburse Tenant or pay any amounts for moving any invoices submitted after such Invoice Submission Deadline, time being of the essence thereto. Any unapplied or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment unused portion of the Allowance shall be made deemed forfeited by Landlord Tenant and retained by Landlord; with the exception that up to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy $10.00 per rentable square foot of the final permit approved by Premises may be converted from the applicable governing authority for any work which requires the same. Landlord Allowance, if Tenant shall be under no obligation fail to pay for any of Tenant’s Work in excess use all of the Allowance. Further, and not be in default under this Lease, towards the Allowance shall only be available for Tenant’s use for work performed and submitted to payment of Base Rent provided Tenant notifies Landlord for reimbursement in accordance with writing of such conversion no later than twelve (12) months following the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the AllowanceLease Commencement Date.

Allowance. The Allowance may be used only for Landlord shall pay to Tenant an allowance of up to --------- $2,112,012.00 (the hard costs and Eligible Soft Costs "Allowance") towards the cost of the Tenant's Work (as hereinafter defined) of construction including the design fees of Tenant’s Work pursuant 's architects and engineers). Payments shall be made to Tenant no more frequently than monthly and when and as Landlord receives waivers of lien from all contractors and subcontractors to the approved plans extent required by Landlord's lender, invoices from contractors, subcontractors and specifications. “Eligible Soft Costs” shall be deemed to be costs suppliers, and expenses other reasonable documentation evidencing the costs, including fees of architects and engineers, incurred by Tenant which are directly and primarily related to for the Tenant’s Work and which relate solely 's Work, to the work reasonable satisfaction of any architectLandlord. Landlord shall, space plannerwithin twenty (20) days of a requisition therefor, engineerpay to Tenant the amount of each such requisition. Such payments, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; providedin the aggregate, however, that in no event shall not exceed the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the LeaseAllowance. For the avoidance of doubt, Eligible Soft Costs Landlord shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord make final payment to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt submission by Tenant of a copy of written statement from Tenant's architect or engineer that the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s 's Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement has been completed in accordance with the terms approved plans, a final lien waiver executed by Tenant's general contractor and a final certificate of this subsection (d) on or before December 31, 2017 at which time occupancy for the Premises. If Landlord fails to pay Tenant hereby waives any and all rights to any unused portion of the AllowanceAllowance properly payable by Landlord to Tenant under this Section 3.2 and such failure continues for thirty (30) days after written notice thereof from Tenant to Landlord and any holder of a mortgage of which Tenant has been given notice, then Tenant shall have the right to set-off the amount thereof, together with interest at the Interest Rate (defined in Section 8.4 hereof), against the rent next payable by Tenant hereunder until the aggregate amount so set-off by Tenant shall equal the amount due from Landlord.

Allowance. (i) Landlord shall perform the Landlord’s Work shown in accordance with the Construction Drawings and in accordance with the other requirements of this Lease. Landlord’s construction manager for the Landlord’s Work shall be Xxxxxxxx Realty Management, who shall supervise the general contractor selected by Landlord. Landlord shall pay for a portion of the cost of the Landlord’s Work (i.e., the sum of the Hard Costs of Landlord’s Work and the Construction Management Fee) in an amount (the “Allowance”) not to exceed the Maximum Allowance and Tenant shall pay for any and all costs and expenses associated with the Landlord’s Work (including, without limitation, such additional expenses which result from any special work, materials, finishes or installations required by Tenant, unforeseen field conditions, or from any delays in the Landlord’s Work occasioned by Tenant) in excess of the Maximum Allowance, if any (“Tenant’s Excess Share”). The Allowance may be used and applied only against the cost of labor and materials, general contractor’s overhead and profit, contractors* insurance, taxes, bonds and permit fees, impact fees and other similar fees required (collectively, “Hard Costs”) in connection with Landlord’s Work, except that (x) up to $[******] (i.e., $[******] per rentable square foot of the Premises) of the Allowance may be used by Tenant to reimburse Tenant for the hard following documented, out-of-pocket “soft” costs incurred by Tenant: costs paid by Tenant for the purchase and Eligible Soft Costs (as hereinafter defined) of construction installation of Tenant’s Work pursuant furniture, fixtures and equipment, architectural and engineering fees and the Construction Management Fee (defined below), (y) up to $[******] (i.e., $[******] per rentable square foot of the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%Premises) of the total Allowance or may be used by Tenant to reimburse Tenant for services provided in connection with the negotiation Hard Costs of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (ivz) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the AllowanceAllowance may be used for approved change orders as provided in Section 5(i) below.

Allowance. The 57.1 So long as no Event of Default shall be existing under the Lease as of the date Tenant requests reimbursement of the Allowance may be used only for the hard costs and Eligible Soft Costs (as hereinafter defineddefined below), Landlord agrees to reimburse Tenant up to, and not to exceed, the sum of $1,285,775.00 (the "Allowance") of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) based on a $5.00 prsf of the total Allowance or be used Premises) for services provided costs incurred in connection with the negotiation design and construction of the Leasepermanent improvements to the Premises, including but not limited to the professional services and its fees like architects, engineers, project managers, (the "Allowance Items"). For the avoidance of doubt, Eligible Soft Costs Landlord shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will pay the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item Tenant upon delivery to Landlord of personal property which is not intended to be permanently affixed "Tenant's Allowance Notice" (as defined below) according to the Remaining Premises terms and Suite 4200 Expansion Premisesconditions of this Section 57.1. Payment Not more frequently than once in any calendar month, Tenant may submit to Landlord a written notice indicating that Tenant has paid the cost of Allowance Items, which notice shall be accompanied by all of the following (collectively, "Tenant's Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: Notice"): (i) completion copies of Tenant’s Workpaid invoices for the Allowance Items, and (ii) Landlord’s receipt of Tenant’s invoice substantiating certification that the costs related theretoSpecial Allowance Items have been delivered to and installed in the Premises, (iii) Landlord’s receipt final unconditional lien releases in compliance with California law from Tenant's general contractor and all subcontractors and material suppliers, showing that full payment has been received for the construction of final lien waivers from all contractors and subcontractors who performed Tenant’s Workthe Allowance Items, and (iv) Landlord’s receipt copies of a copy all building permits (if any) required by the City in connection with the construction and installation of the final permit approved Allowance Items signed by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Furtherappropriate building inspector, indicating that the Allowance Items have been finally approved. The Allowance shall only be available for Tenant’s use for work performed and submitted reimbursement to Landlord for reimbursement in accordance with Tenant during the terms of this subsection period from June 1, 2012 through July 1, 2013 (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused the "Window"). Any portion of the AllowanceAllowance not requested by Tenant within the Window shall be deemed forfeited by Tenant and shall no longer be available for disbursement to or for the account of Tenant. No part of the Allowance may be used as a credit against Rent or for any purpose other than construction of the Allowance Items. In addition to the foregoing conditions, Landlord's obligation to disburse the Allowance is conditioned upon Landlord's prior receipt of the Security Deposit or Letter of Credit, whichever is applicable.

Allowance. The Allowance may Tenant shall be used only for provided with an allowance (the hard costs and Eligible Soft Costs (as hereinafter defined"Tenant Improvement Allowance") of construction of Tenant’s Work pursuant Forty-Six Thousand Four Hundred Thirty-One Dollars ($46,431) (equivalent to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) $5.50 per rentable square foot of the total Allowance or be used for services provided in connection with the negotiation of the LeaseThird Floor Remainder Space). For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the The Tenant Improvement Allowance shall be made used by Tenant for Alterations to the Third Floor Remainder Space (including costs associated with space planning, construction drawings, construction management and permit fees, but expressly excluding costs for furniture, fixtures, equipment and other personal property), which Alterations shall be conducted in accordance with, and subject to, the provisions of Article 8 of the Original Lease, as modified by this Section 5.2; provided that Landlord shall respond to Tenant's submittals of plans and specifications for work in the Third Floor Remainder Space within five (5) business days after receipt thereof. All Alterations shall also be performed in accordance with Landlord's Wilshire Courtyard Rules and Regulations Governing Construction. Landlord will allow Tenant to use a reputable general contractor, experienced in the construction of tenant improvements in Comparable Buildings, selected by Tenant for the improvement of the Third Floor Remainder Space hereunder, subject to Landlord's reasonable approval. All subcontractors used by Tenant for the Alterations shall be from Landlord's approved vendor list. Landlord hereby pre-approves XXXXXXX Architecture/Interiors as architect. Portions of the Tenant Improvement Allowance shall be advanced to Tenant within thirty (30) days following after Tenant has delivered to Landlord copies of the last original invoices for Tenant's work or labor performed and materials or supplies furnished in connection with such work; provided that in no event shall Landlord be obligated to occur of: disburse any of the Tenant Improvement Allowance after March 31, 2012, and Tenant shall not make more than three (i3) completion of Tenant’s Workseparate disbursement requests. Tenant shall obtain such verification, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final reports and lien waivers and releases from all contractors contractors, subcontractors and subcontractors who performed Tenant’s Work, materialmen and (iv) shall satisfy such other standard construction loan disbursement conditions as reasonably may be required by Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall not be under no obligation required to pay more than the Tenant Improvement Allowance toward all costs, expenses and charges related to Tenant's Alterations, and Tenant shall be responsible for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused remaining portion of the Allowanceany payment required.

Allowance. The Allowance may be used only Landlord agrees to reimburse Tenant for its actual out-of-pocket costs of the hard costs and Eligible Soft Costs (as hereinafter defined) Tenant's Work, consisting of construction the cost of Tenant’s Work pursuant to the approved plans and specifications, the building permit, and the cost of the work under the construction contract, with an allowance of up to $1,500,000 plus the cost of demising the mezzanines in the amount of $29,000, and plus the cost of installing the ESFR sprinkler system in the amount of $148,400. “Eligible Soft Costs” shall be deemed Landlord agrees to be costs and expenses incurred by pay the allowance in three installments. Landlord agrees to pay the first installment, in the amount of one-third of the budgeted cost of the Tenant's Work, within 15 days after Tenant which are directly and primarily related to has completed at least one-third of the Tenant’s 's Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities delivers unconditional lien waivers from Tenant's general contractor for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) one-third of the total Allowance or be used for services provided in connection with the negotiation cost of the LeaseTenant's Work. For the avoidance of doubtSimilarly, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used Landlord agrees to pay for moving or storage expenses or furniturethe second installment, racking, equipment, cabling, telephone systems or any other item in the amount of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment one-third of the Allowance shall be made by cost of the Tenant's Work, within 15 days after Tenant has completed two-thirds of the Tenant's Work and delivers unconditional lien waivers from Tenant's general contractor for two-thirds of the cost of the Tenant's Work. Finally, Landlord agrees to Tenant within thirty (30) days following pay the last to occur ofinstallment of the allowance within 15 days after Tenant: (i) completion completes the Tenant's Work and obtains a temporary or final certificate of Tenant’s Work, occupancy that authorizes Tenant to occupy and use the entire premises; (iii) occupies all or substantially all of the premises for the conduct of its business; (ii) Landlord’s receipt gives Landlord a complete list of all persons who have provided lienable labor, material, or services for Tenant’s invoice substantiating 's Work, certified by Tenant and its general contractor; (iv) pays for the costs related theretoplans, (iii) Landlord’s receipt of specifications, and Tenant's Work in full and delivers full and final lien waivers from all contractors its general contractor and subcontractors who performed Tenant’s Workother contractors, subcontractors, suppliers, material suppliers, and others who provide labor, material, or services for the Tenant's Work; and (ivv) Landlord’s receipt of delivers a copy written request for disbursement of the final permit approved by allowance with documentation of the applicable governing authority cost of the Tenant's Work that is reasonably satisfactory to Landlord. Tenant agrees that it is solely responsible for any work which requires the same. excess cost above the allowance, and that Landlord shall be under has no obligation to pay or reimburse Tenant for any costs of demolishing or constructing improvements, moving, buying, leasing, or installing any fixtures, equipment, or inventory, or otherwise occupying and opening for business in the premises. Landlord agrees that the Tenant's Work will remain Tenant's property throughout the term of the Lease and will automatically become Landlord's sole property, without any consideration to Tenant, when this Lease expires or upon any earlier termination of this Lease or of Tenant’s Work in excess 's right to possession of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowancepremises.

Allowance. Provided no Event of Default or event that with the giving of notice or passage of time would become an Event of Default has occurred and remains outstanding, Landlord shall provide to Tenant a construction allowance equal to $23.00 per rentable square foot in the Premises (the “Allowance”) to be applied toward the Total Construction Costs including up to $5.00 per rentable square foot of the Allowance towards purposes other than payment of hard construction costs, including, without limitation, for (a) telecommunications equipment and installation, (b) furniture, fixtures and equipment, (c) other specialty trade fixtures and equipment, (d) legal fees, architectural fees, construction fees and consultant fees, and (e) any moving cost of any kind. Tenant shall at all times during the Term remain the lawful possessor and owner of all the aforementioned specialty items funded via the Allowance for items (a) through (c) above but title thereto shall become vested in Landlord upon expiration of the Term or termination of this Lease, except for those specialty trade fixtures and equipment that by their nature cannot be reused within the Premises and which shall be removed at Tenant’s expense. The Allowance may must be used only for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant prior to the approved plans and specifications. “Eligible Soft Costs” October 1, 2005 or shall be deemed forfeited with no further obligation by Landlord with respect thereto. If the Total Construction Costs are less than the Allowance, Tenant will not be entitled to any credit for any amounts not applied to the Total Construction Cost. It shall be costs and expenses incurred a condition to the obligation of Landlord to pay the Allowance that Tenant shall have provided Landlord a request for payment by Tenant which are directly and primarily related to Tenant’s Work contractor on standard AIA forms, contractors’ affidavits and which relate solely sworn statements, contractors’ and subcontractors’ lien waivers (for previous payments), an architect’s payment certificate signed by Tenant’s architect, and an affidavit by Tenant’s chief financial officer that all work indicated on the draw request has been completed and that Tenant has approved the payment request, and such other documents as may be reasonably required by Landlord to demonstrate the applicable work has been performed and the amount requested is correct. Prior to commencement of any architectof the Work, space plannerTenant shall provide to Landlord its final budget of Total Construction Costs (based upon accepted bids) and, engineerif the estimated Total Construction Costs exceed the amount of the Allowance by greater than $5.00 per rentable square foot, or similar construction professional or which are direct payments Tenant shall provide satisfactory assurances to Landlord that adequate arrangements have been made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing pay such excess costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will shall Landlord have any responsibility for payment of Total Construction Costs or the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or costs of any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowance.

Allowance. Landlord and Tenant agree that Landlord shall provide Tenant with an allowance of Four Hundred Forty Thousand and 00/100 Dollars ($440,000.00) (the “Tenant Improvement Allowance”) for the Tenant Work and any other work and improvements that Tenant may in its discretion elect to make to the Premises (collectively the “Tenant Improvements”). The Tenant Improvement Allowance may be used only for the hard Tenant Improvements and any costs relating to the design, construction, acquisition and Eligible Soft Costs (as hereinafter defined) installation of the Tenant Improvements to be installed in the Leased Premises, including without limitation, architectural and engineering fees, licenses, permits and the costs of any and all plans and specifications and/or construction of Tenant’s Work pursuant the Tenant Improvements. With respect to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by all Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work Improvements, if such Tenant Improvements consist of any architectstructural improvement, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: then (i) completion of Tenant’s Workchoice of architects/space planner and contractor, if any, with respect to such Tenant Improvements, shall be subject to Landlord’s prior written approval, with approval not to be unreasonably withheld, conditioned or delayed, (ii) prior to commencement of construction of the Tenant Improvements, Tenant shall provide Landlord with plans and specifications for Landlord’s receipt of Tenant’s invoice substantiating the costs related theretoapproval, which approval shall not be unreasonably withheld, conditioned or delayed, (iii) such Tenant Improvements shall be constructed in accordance with such plans and specifications approved by Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Tenant or Tenant’s contractor shall carry “Builder’s All Risk” insurance in commercially reasonable amounts covering the construction Tenant Improvements. All Tenant Improvements shall be performed and completed in compliance with all applicable laws, codes, regulations and ordinances, free of liens and without any claims for unpaid bills or materials, labor or supplies. Tenant’s contractor or contractors for the Tenant Improvements shall be licensed and carry Worker’s Compensation insurance covering all of their respective employees, and shall also carry commercial general liability insurance, including property damage, all with commercially reasonable limits in form reasonably approved by Landlord. Tenant’s contractor or contractors shall submit to Landlord, a Certificate of Insurance, naming Landlord as an additional insured. Tenant shall furnish to Landlord, to the extent applicable, executed construction permits, evidence reasonably satisfactory to Landlord of final inspection of the Tenant Improvements by all governmental agencies having jurisdiction over the Premises and such invoices, certifications, affidavits, lien releases and other documentation as Landlord may reasonably request, to be assured, to Landlord’s receipt of a copy of reasonable satisfaction, that the final permit Tenant Improvements have been completed in compliance with all laws and, if applicable, in accordance with the plans and specifications approved by the applicable governing authority Landlord and have been paid for any work which requires the sameby Tenant. Landlord shall have the option to either pay such expenses directly or to have Tenant be under no obligation to pay responsible for any paying such expenses. Tenant will be responsible for paying all costs of Tenant’s Work the Tenant Improvements in excess of the Tenant Improvement Allowance. FurtherIf the Tenant Improvement allowance is not fully used by the first anniversary of the Delivery Date or the cost of the Tenant Improvements is less than the Tenant Improvement Allowance, such money shall remain the sole property of Landlord and shall be forfeited and no longer offered. Tenant shall not be given any such surplus in cash or allowed to use such surplus in any manner. Landlord shall pay to Tenant (or if determined by Landlord directly to Tenant’s general contractor), the Tenant Improvement Allowance shall only be available for Tenant’s use for work performed and submitted to in multiple disbursements (but not more than once in any calendar month), following the receipt by Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowance.following items:

Allowance. The Allowance may be used only Landlord agrees to reimburse Tenant for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction up to $2,521,051 of Tenant’s Work pursuant to actual out-of-pocket costs of the approved plans and specificationsTenant’s Work. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to If the Tenant’s Work and which relate solely to costs more than the work of any architectallowance, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) Tenant agrees pay all of the total Allowance or be used excess cost when due. The allowance is available for services provided in connection with Tenant’s architectural and design fees and permits for the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related theretobut not for any other soft costs, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Worknot for any moving costs, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay not for any of Tenant’s Work trade fixtures, equipment, furniture, furnishings, telecommunications or other electronic equipment or wiring and cabling, or other personal property. Except for this allowance and Landlord’s agreement in excess the next paragraph to pay up to $5,163.15 of the Allowance. Further, the Allowance shall only be available for cost of Tenant’s use preliminary fit test, Landlord has no obligation to pay or reimburse Tenant for work performed any costs of constructing improvements, moving, buying, leasing, or installing any fixtures, equipment, or inventory, or otherwise occupying and submitted opening for business in the premises. Landlord also agrees to pay up to $5,163.15 of the cost of Tenant’s preliminary fit test, within 30 days after Tenant submits ArcTec’s invoice for the preliminary fit test. Landlord for reimbursement agrees to pay the allowance in accordance with a single payment within 30 days after Tenant: (a) occupies and begins conducting business in the terms premises; (b) fully completes the Tenant’s Work, including all punchlist work; (c) gives Landlord copies of this subsection the final, unconditional certificate of occupancy and Permian’s certificate of substantial completion; (d) on delivers to Landlord the warranties required by section 4.f.ii; (e) gives Landlord a final list of all persons who have provided labor, material, or before December 31, 2017 at which time Tenant hereby waives any lienable services for the Tenant’s Work; (f) pays for the Tenant’s Work in full and delivers full and final lien waivers from Permian and all rights other contractors, subcontractors, suppliers, and others who provided $10,000 or more of lienable labor, material, or services related to any unused portion the Tenant’s Work or Tenant’s occupancy of the Allowancepremises, and (g) delivers a written request for the allowance with any documentation of the Tenant’s Work costs Landlord reasonably requests. Landlord agrees to give Tenant reasonably detailed written backup documentation for the cost of the Landlord’s Work paid for out of the allowance.

Allowance. The Tenant shall be entitled to a one-time tenant improvement allowance (the “Allowance”) in the amount of $75,000.00 to be applied toward the Allowance may Items (defined in Section 1.2 below). Tenant shall be used only responsible for all costs associated with the hard Tenant Improvement Work, including the costs and Eligible Soft Costs of the Allowance Items, to the extent such costs exceed the lesser of (a) the Allowance, or (b) the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Work Letter. If any portion of the Allowance remains after the Allowance Items have been fully paid for, Landlord, upon Tenant’s request, shall disburse such portion of the Allowance (the “Excess Allowance”) to Tenant, to be applied (as hereinafter definedspecified in Tenant’s request), toward (i) the reasonable costs of furniture or typical office equipment purchased by Tenant for use in the Premises during the Term (“FF&E Costs”), which furniture and/or equipment shall be Tenant’s Property under the Agreement, within 30 days after receiving paid invoices from Tenant with respect to such FF&E Costs, (ii) the cost of moving Tenant’s furniture, equipment and/or other personal property into the Premises (“Moving Costs”), within 30 days after receiving paid invoices from Tenant with respect to such Moving Costs, (iii) the cost of installing data or telecommunications cabling in the Premises (“Cabling Costs”), within 30 days after receiving paid invoices from Tenant with respect to such Cabling Costs; (iv) the installment(s) of construction Base Rent next due and payable under the Lease, as amended, or (v) provided Landlord is then the landlord under the Existing Lease (as amended), towards any “Allowance Items”, “FF&E Costs”, “Moving Costs” or “Cabling Costs” under the Existing Lease Amendment (as defined in Section 6 of Tenant’s Work pursuant the Agreement), to the approved plans extent defined in and specificationsprovided for in the Existing Lease Amendment. “Eligible Soft Costs” Notwithstanding the foregoing, if Tenant fails to use the entire Allowance (including any Excess Allowance) by October 31, 2010, the unused amount shall be deemed revert to be costs Landlord and expenses incurred by Tenant which are directly and primarily related to Tenant’s shall have no further rights with respect thereto. Notwithstanding any provision in this Work and which relate solely Letter or the Existing Lease Amendment to the work of any architectcontrary, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall Landlord’s collective allowance payment/application obligations pursuant to this Work Letter and the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided in connection with the negotiation of the Lease. For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed “Work Letter” attached to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s WorkExisting Lease Amendment, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related theretoif any, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowanceexceed $100,000.00.

Allowance. The Allowance may be used only for Provided that there is no uncured Event of Default by Tenant under the hard costs Existing Lease and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant subject to the approved plans other terms and specifications. conditions of this Subsection, Landlord shall make available the tenant improvement allowance (the “Eligible Soft Costs” Allowance”) in an amount up to a maximum of One Hundred Eighty-Five Thousand Dollars ($185,000.00) consisting of the following: (i) up to Eighty-five Thousand Dollars ($85,000.00) shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate available solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities reimburse Tenant for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen fifty percent (1550%) of the total Allowance or actual cost of that portion of Tenant Work consisting of replacing the existing chillers serving the Existing Premises, and (ii) up to One Hundred Thousand Dollars ($100,000.00) shall be used available solely to reimburse Tenant for services provided in connection with the negotiation actual costs of that portion of the Lease. For Tenant Work consisting of repairing and/or replacing any HVAC units or air air-handlers serving the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunderExisting Premises. In no event will shall the Allowance be used to pay for moving reimburse any costs of designing, procuring or storage expenses or installing in the Premises any trade fixtures, movable equipment, furniture, rackingfurnishings, telephone equipment, cablingcomputer equipment, telephone systems cabling or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay wiring for any of the foregoing, or other personal property (collectively “Personal Property” for purposes of this Amendment), and the cost of any such Personal Property shall be paid by Tenant’s Work . Tenant may elect by written notice to Landlord to increase the Allowance up to a maximum of an additional One Hundred Thousand Dollars ($100,000.00) (the “Additional Allowance”) to pay allowable Tenant Work, subject to the limitations herein, and in excess the event Tenant elects to do so, the Monthly Installment of rent for the Existing Premises during the Fourth Extended Term shall increase by Twelve Dollars ($12.00) per month for every One Thousand Dollars ($1,000.00) of the AllowanceAdditional Allowance used by Tenant. FurtherIn addition, Tenant may elect by written notice to Landlord to increase the Allowance shall only be available up to a maximum of an additional One Hundred Thousand Dollars ($100,000.00) (the “Additional HVAC Allowance”) to reimburse Tenant for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms actual costs of this subsection (d) on repairing and/or replacing additional HVAC units or before December 31, 2017 at which time Tenant hereby waives air air-handlers serving any and all rights to any unused portion of the AllowancePremise (the “Additional HVAC Work”), and in the event Tenant elects to do so, the Monthly Installment of rent for the Existing Premises commencing on the first day of the month after the Additional HVAC Allowance (or any portion thereof) is paid, shall increase by Nine and 50/100 Dollars ($9.50) per month for every One Thousand Dollars ($1,000.00) of the Additional HVAC Allowance used by Tenant.

Allowance. The Allowance may Landlord shall provide Tenant with an allowance of up to $200,000.00 (the “Allowance”) to be used only for towards the hard costs and Eligible Soft Costs (as hereinafter defined) of construction cost of Tenant’s Work pursuant (including the design fees of Tenant’s architects and engineers). When Tenant has incurred costs for the Tenant’s Work, Tenant shall submit to Landlord from time to time (but no more frequently than monthly) requisitions for payment setting forth any costs incurred for Tenant’s Work, together with waivers of lien from all contractors and subcontractors, invoices from contractors, subcontractors and suppliers, and other reasonable documentation evidencing the approved plans costs, including fees of architects and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses engineers, incurred by Tenant which are directly and primarily related to for Tenant’s Work and which relate solely Work, to the work reasonable satisfaction of any architectLandlord. Landlord shall, space plannerwithin thirty (30) days following Landlord’s receipt thereof, engineer, or similar construction professional or which are direct payments made pay to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent Tenant ninety (1590%) percent of the total Allowance amount of each such requisition (or of such lesser amount as is approved by Landlord) with ten (10%) percent to be used for services provided retained. Such payments, in connection with the negotiation aggregate, shall not exceed an amount equal to ninety (90%) percent of the LeaseAllowance. For the avoidance of doubt, Eligible Soft Costs Landlord shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment of the Allowance shall be made by Landlord to Tenant the ten (10%) percent retained as aforesaid within thirty (30) days following the last to occur submission by Tenant of a written statement from Xxxxxx’s architect or engineer that Xxxxxx’s Work has been completed in accordance with the approved construction plans, a final lien waiver executed by Xxxxxx’s general contractor, and a final certificate of occupancy for, and any other required governmental approvals of: (i) completion of Tenant, Xxxxxx’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the . The costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work shall include all costs incurred by Tenant for construction and installation of improvements (but excluding any trade fixtures or personal property), including the costs of all labor and materials, and all contractor’s fees. Tenant shall be responsible for paying for all costs of Tenant’s Work not included in the Allowance and for all costs in excess of the Allowance. Further, the Allowance Tenant shall only not be available entitled to any rent credit or refund for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowance.

Allowance. The Allowance may be used only Landlord agrees to provide Tenant a tenant improvement allowance ("Allowance") in an amount up to, but not exceeding, Thirty-one Thousand One Hundred Two Dollars and Fifty Cents ($31,102.50) for the hard costs and Eligible Soft Costs (as hereinafter defined) of construction of Tenant’s Work pursuant to the approved plans and specifications. “Eligible Soft Costs” shall be deemed to be costs and expenses incurred by Tenant which are directly and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license feesImprovements; provided, however, that Tenant may elect to increase the Allowance to an amount up to, but not exceeding, Forty-one Thousand Four Hundred Seventy Dollars ($41,470) by providing Landlord with written notice of such election at the time Tenant submits to Landlord the budget described in the second paragraph of subparagraph (b) above. The Allowance shall be applied by Tenant against the Tenant Improvements Costs incurred in the construction of the Tenant Improvements which have been approved by the Landlord in Tenant's proposed budget pursuant to subparagraph (b) above, and the provisions for disbursement set forth below. In no event shall the Eligible Soft Costs exceed fifteen percent (15%) any portion of the total Allowance or be used for services provided any purpose other than the approved costs in the budget for the Tenant Improvements Costs. Any and all costs in excess of the Allowance required to complete the construction of the Tenant Improvements in accordance with subparagraph (b) above shall be the sole and exclusive obligation and responsibility of Tenant. On or before the fifth (5th) calendar day of every month, Tenant shall submit to Landlord for its review and approval AIA Form No. G702 and No. G703 invoices (or comparable invoices acceptable to Landlord) for work performed and materials furnished to the Premises in connection with the negotiation construction of the LeaseTenant Improvements ("Payment Request"). For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Each Payment of the Allowance Request shall be made accompanied by Landlord to Tenant within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved certification signed by the applicable governing authority for any Tenant's general contractor and the Tenant's architect showing that the work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work reflected in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work such Payment Request was performed and submitted to Landlord for reimbursement in accordance with the approved Working Plans and the terms of all approved construction contracts; and the total costs to construct the Tenant Improvements, including change orders, and the amount expended for such items to date and the estimated costs to complete the Tenant Improvements. In addition, each Payment Request shall be accompanied by lien release waivers from all contractors, subcontractors and materialmen to be paid through such Payment Request and, with respect to completed work, final lien release waivers, all in form and content acceptable to Landlord. Within ten (10) business days after Landlord's approval of each such Payment Request, Landlord shall cause to be disbursed to Tenant's general contractor an amount equal to ninety percent (90%) of such approved Payment Request times the ratio which the total Allowance to be utilized by Tenant bears to the total construction cost set forth in the certifications by Tenant's general contractor and architects. Landlord shall cause to be disbursed the ten percent (10%) retention amount, up to the limit of the Allowance, upon the issuance of an unqualified Certificate of Occupancy for the Expansion Space and the expiration of the period in which liens may be filed against the Premises by any contractor, subcontractor or materialmen furnishing goods or services thereto in connection with the Tenant Improvements. In the event that the Allowance (as the same may be increased pursuant to this subsection subparagraph (d) above) is more than Thirty-one Thousand One Hundred Two Dollars and Fifty Cents ($31,102.50) ("Base Allowance Amount"), then the amount by which the Allowance (as so increased) exceeds the Base Allowance Amount shall be fully amortized over the period commencing on or before December 31the Expansion Space Commencement Date through the balance of the initial Term of the Lease at a rate of eleven percent (11%) per annum ("Amortization Rate"), 2017 at which time Tenant hereby waives any and all such amortized amounts shall be paid by Tenant to Landlord as Rent at the time and in the manner required for Tenant to pay monthly Base Rent as set forth in the Lease. Upon the occurrence of any Event of Default under the Lease, Landlord shall have the right, in addition to all other rights and remedies of Landlord, to any unused portion accelerate the remaining principal balance of the Allowanceexcess Allowance amount amortized hereunder and to require that the entire amount thereof be immediately paid in full by Tenant. Should Tenant fail to pay such remaining principal amount within five (5) business days after such election by Landlord, such remaining principal amount shall thereafter bear interest at the Amortization Rate.

Allowance. The Landlord shall contribute an amount not to exceed the Allowance may to the cost of the Tenant’s Work, including, without limitation, all costs associated with the Tenant Improvements as defined in Section 3 above, including all permits, licenses and construction fees. If the final costs for Tenant’s Work exceed the Allowance, those Excess Costs shall be used only paid by Tenant. Provided the Lease is in full force and effect and Tenant is not in Default hereunder beyond any applicable notice and grace period, Landlord shall pay the Allowance to Tenant consistent with the terms and conditions of this Section. After Tenant’s Work is Substantially Complete (as provided under Section 11 hereof), Tenant’s Representative shall submit to Landlord’s Representative a request in writing for the hard costs and Eligible Soft Costs Allowance which request shall include: (as hereinafter defineda) “as-built” drawings showing all of construction Tenant Improvements, (b) a detailed breakdown of Tenant’s Work pursuant to final and total construction costs, together with receipted invoices showing payment thereof, (c) a certified, written statement from the approved plans Architect that all of Tenant Improvements has been completed in accordance with the Drawings, (d) all required AIA forms, supporting final lien waivers, and specifications. “Eligible Soft Costs” shall be deemed to be costs releases executed by the Architect, General Contractor, the Major Subcontractors and expenses incurred by Tenant which are directly all subcontractors and primarily related to Tenant’s Work and which relate solely to the work of any architect, space planner, engineer, or similar construction professional or which are direct payments made to applicable authorities for permitting and license fees; provided, however, that in no event shall the Eligible Soft Costs exceed fifteen percent (15%) of the total Allowance or be used for services provided suppliers in connection with Tenant Improvements, (e) a copy of a certificate of occupancy or amended certificate of occupancy required with respect to the negotiation Premises, if applicable, together with all licenses, certificates, permits and other government authorizations necessary in connection with Tenant Improvements, and (f) proof reasonably satisfactory to Landlord’s Representative that Tenant has complied with all of the Leaseconditions set forth in this Work Letter and has satisfactorily completed Tenant Improvements, including, at Landlord’s Representative's option, a certificate from the General Contractor and Architect after inspection of Tenant Improvements (“Draw Request”). For the avoidance of doubt, Eligible Soft Costs shall expressly exclude any financing costs, attorneys’ fees, or other costs Within thirty (30) days after Landlord’s Representative’s receipt and expenses not expressly permitted hereunder. In no event will the Allowance be used to pay for moving or storage expenses or furniture, racking, equipment, cabling, telephone systems or any other item of personal property which is not intended to be permanently affixed to the Remaining Premises and Suite 4200 Expansion Premises. Payment approval of the Allowance Draw Request, Landlord shall be made by Landlord pay to Tenant all or so much of the Allowance, less the Construction Management Fee, set forth in the Draw Request within thirty (30) days following the last to occur of: (i) completion of Tenant’s Work, (ii) Landlord’s after receipt of Tenant’s invoice substantiating the costs related thereto, (iii) Landlord’s receipt of final lien waivers from all contractors and subcontractors who performed Tenant’s Work, and (iv) Landlord’s receipt of a copy of the final permit approved by the applicable governing authority for any work which requires the same. Landlord shall be under no obligation to pay for any of Tenant’s Work in excess of the Allowance. Further, the Allowance shall only be available for Tenant’s use for work performed and submitted to Landlord for reimbursement in accordance with the terms of this subsection (d) on or before December 31, 2017 at which time Tenant hereby waives any and all rights to any unused portion of the Allowancethereof.