Common use of CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS Clause in Contracts

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”), and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided, however, if (A) the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting and construction of the Tenant Improvements in excess of the costs of the design, permitting and construction of those tenant improvements depicted on the Final Space Plan, then Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three percent (3%) of such costs) to Landlord in cash within ten (10) days after Landlord’s request therefor (the “TI Excess”). Notwithstanding the foregoing to the contrary, in no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the Lease.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”), and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided, however, if (A) the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting and construction of the Tenant Improvements in excess of the costs of the design, permitting and construction of those tenant improvements depicted on the Final Space Plan, then Tenant shall pay such excess costs as specified by Landlord at the time such changes are approved (which shall include a Landlord’s supervision fee of three four percent (34%) of such costs) to Landlord in cash within ten (10) days after Landlord’s request therefor (the “TI Excess”)therefor. Notwithstanding the foregoing to the contrary, in no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the Lease.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”), and (ii) construct the Tenant Improvements as depicted on the Final Space Plan and/or Approved Working DrawingsDrawings (if any), in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided, however, if (A) the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting and construction of the Tenant Improvements in excess of the costs of the design, permitting and construction of those tenant improvements depicted on the Final Space Plan, then Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three four percent (34%) of such costs) (and Landlord’s cost to construct such Tenant Improvements shall include such supervision fee) to Landlord in cash within ten five (105) days after Landlord’s request therefor (the “TI Excess”)therefor. Notwithstanding the foregoing to the contrary, in no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the Lease.SECTION 4

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) shall cause a general reputable, licensed contractor designated by Landlord (the “"Contractor”") to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”)Improvements, and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided, however, if (A) . Landlord shall pay for the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any cost of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting design and construction of the Tenant Improvements; provided that with respect to the improvements to be constructed for lab, tissue culture, research and development and a specific storage area (the "Specialized Improvements") in the portion of the Premises containing 3,205 rentable square feet in the aggregate and designated as "Specialized Improvements Areas" on the Final Space Plan (the "Specialized Improvements Areas"), Landlord's obligation shall be limited to an amount up to, but not exceeding, $30.00 per rentable square foot the Specialized Improvements Areas (or $96,150.00 in the aggregate) (the "Specialized Improvements Allowance"). Without deduction from the Specialized Improvement Allowance, Landlord shall construct the walls of the Specialized Improvements Areas finished on both sides and provide bare concrete tile floors. Landlord shall obtain separate bids for the Specialized Improvements. After receipt of the bids for the Specialized Improvements and prior to commencement of construction of the Specialized Improvements, Landlord will submit to Tenant a detailed budget for the Specialized Improvements (including a detailed break-down of costs by trade) (the "Budget"). Upon review of the Budget, at Tenant's sole option, Landlord and Tenant shall engage with the bidders in a value engineering process in respect of the Specialized Improvements in order to remove from the Specialized Improvements such items as shall be acceptable to Tenant in its sole discretion (hereinafter, the "Value Engineering Process"). The Value Engineering Process shall be accomplished through the good faith efforts of Landlord and Tenant in the thirty (30) day period following the date upon which Landlord delivers the Budget to Tenant (such period, the "Value Engineering Period"). No supervision or construction management fee shall be owed to Landlord in connection with construction of the Tenant Improvements; provided that the foregoing limitation on supervision and construction management fees is not intended to exclude the fees payable to the Contractor pursuant to the construction contract with the Contractor. Tenant shall pay for any costs of the Specialized Improvements in excess of the costs of the designSpecialized Improvements Allowance, permitting and construction of those tenant improvements depicted on the Final Space Plan, then Tenant which payment shall pay such excess costs (which shall include a Landlord’s supervision fee of three percent (3%) of such costs) be made to Landlord in cash within ten (10) days after Landlord’s request Tenant's receipt of invoice therefor (from Landlord and, in any event, prior to the “TI Excess”)date Landlord causes the Contractor to commence the actions described in the first sentence of this Section 3. Notwithstanding anything to the contrary set forth herein, the following costs and expenses to the extent relating to the Tenant Improvements only shall be borne by Landlord at no cost to Tenant (collectively, the "Excluded TI Costs"): (i) costs incurred in connection with the design or construction of the Base, Shell and Core and any other work to the Building other than the Tenant Improvements (as affected by any Change); (ii) charges and expenses for Changes requested by Landlord, whether or not approved by Tenant, except for (1) Change that may be necessary to obtain any permits or that may be required by city officials or inspectors to comply with code rulings or interpretations, (2) any change to the Base, Shell and Core required by the Approved Working Drawings, and (3) Change relating to minor variations in the Approved Working Drawings (i.e. variations which are not inconsistent with the intent of the Approved Working Drawings); (iii) costs for which Landlord receives reimbursement from others, including, without limitation, insurers, boding companies, or sureties (if any), and warrantors; (iv) wages, labor, and overhead for overtime or premium time (unless approved by Tenant); (v) costs arising from, or in connection with, the presence of Hazardous Materials in, on, or under the Project; (vi) liens, penalties, and late charges attributable to Landlord's failure to pay any costs or fees required to be paid by Landlord pursuant to any contract or agreement to which Landlord is a party, except to the extent such failure is attributable to Tenant's (or Tenant's agents') failure to perform any of Tenant's obligations pursuant to this Work Letter; (vii) restoration costs in excess of insurance proceeds as a consequence of casualties; (viii) attorneys', experts', and other fees and costs in connection with disputes attributable to Landlord's failure to perform timely its covenants, obligations, and agreements pursuant to any contract or agreement to which Landlord is a party, except to the extent the foregoing are attributable to Tenant's (or Tenant's agents') failure to perform any of Tenant's obligations pursuant to this Tenant Work Letter; (viii) the contrarycost of any changes necessary to correct violations of the Base, Shell and Core with applicable laws, unless the same are necessitated by reason of the installation of any of Tenant's specialized personal property in the Premises, or by Tenant's particular use or proposed use of the Premises; (ix) costs associated with bonding any contractors, subcontractors or vendors; and (x) costs of freight elevators, security, access to loading docks, utilities or HVAC utilized at the Building in connection with construction of the Tenant Improvements. In no event shall Landlord be obligated to pay for the costs of any of Tenant’s 's furniture, computer systems, telephone systems, equipment equipment, telecommunications or data wiring or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have not be entitled to receive in cash or as a credit against any rental or otherwise, any portion of the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated Allowance not used to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot cost of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option design and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms construction of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the LeaseImprovements.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) shall cause a general contractor designated by Landlord (the “"Contractor”") to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “"Permits”"), and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits Permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided. Landlord may elect, howeverat its option, if (A) to retain Legacy Partners CDS, Inc. as Contractor. Legacy Partners CDS, Inc. is affiliated with Landlord. Except as otherwise provided in this Work Letter, Landlord shall pay for the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any cost of the Construction Drawings, design and such differences, changes and/or substitutions result in increased costs construction of the design, permitting Tenant Improvements. The cost of the design and construction of the Tenant Improvements shall include Landlord's construction supervision and management fee in excess an amount equal to the product of (i) five percent (5%) and (ii) the total cost of the costs of the design, permitting design and construction of those tenant improvements depicted on the Final Space PlanTenant Improvements. Notwithstanding the foregoing, then no such construction supervision and management fee shall be charged by Landlord if and to the extent Legacy Partners CDS, Inc. is retained as Contractor hereunder. In the event Tenant requests any changes, change orders or modifications to the Working Drawings and/or the Approved Working Drawings (which Landlord approves pursuant to Section 2 above) which increase the cost to construct the Tenant Improvements above an amount equal to Sixty-Seven Thousand Two Hundred Ninety-Six Dollars ($67,296), Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three percent (3%) of such costs) increased cost to Landlord immediately upon Landlord's request therefor, and, in cash within ten (10) days after Landlord’s request therefor (the “TI Excess”). Notwithstanding the foregoing any event, prior to the contrarydate Landlord causes the Contractor to commence construction of the changes, in change orders or modifications. In no event shall Landlord be obligated to pay for the costs of any of Tenant’s 's furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the Lease.SECTION 4

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”), and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided, however, if (A) the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting and construction of the Tenant Improvements in excess of the costs of the design, permitting and construction of those tenant improvements depicted on the Final Space Plan, then Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three five percent (35%) of such costs) to Landlord in cash within ten (10) days after Landlord’s request therefor (the “TI Excess”)therefor. Notwithstanding the foregoing to the contrary, in no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the Lease.EXHIBIT B

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) shall cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”), and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided. Landlord shall pay for the costs of the design, howeverpermitting and construction of the Tenant Improvements in an amount up to, if but not exceeding, Thirty Dollars (A$30.00) per rentable square foot of the Expansion Space (i.e., up to Seven Hundred Sixteen Thousand One Hundred Ninety Dollars ($716,190.00), based on 23,873 rentable square feet of the Expansion Space) (the “Allowance”). The cost of the design, permitting and construction of the Tenant Improvements shall include Landlord’s construction supervision and management fee in an amount equal to the product of (i) three percent (3%) and (ii) the Approved Working Drawings differ with respect amount equal to the quality sum of the Allowance and quantity of those tenant improvements depicted on the Final Space Plan, and/or Over-Allowance Amount (B) as such term is defined below); such supervision fee shall be deducted by Landlord from the Allowance. Tenant shall request any changes or substitutions to any of the Construction Drawings, and such differences, changes and/or substitutions result in increased pay for all costs of the design, permitting and construction of the Tenant Improvements in excess of the Allowance (“Over Allowance Amount”), which payment shall be made to Landlord in cash within five (5) business days after Tenant’s receipt of invoice therefor from Landlord and, in any event, prior to the date Landlord causes the Contractor to commence the actions described in the first sentence of this Section 3. If after Tenant pays the Over-Allowance Amount Tenant requests any changes, change orders or modifications to the Approved Working Drawings (which Landlord approves pursuant to Section 2 above) which increase the costs of the design, permitting and construction of those tenant improvements depicted on the Final Space PlanTenant Improvements, then Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three percent (3%) of such costs) increased cost to Landlord in cash within ten five (105) business days after Landlord’s request therefor (the “TI Excess”). Notwithstanding the foregoing therefor, and, in any event, prior to the contrarydate Landlord causes the Contractor to commence construction of the changes, change orders or modifications. Except as otherwise provided below, in no event shall Landlord be obligated to pay for for, the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Tenant shall not be entitled to receive in cash or as a credit against any rental or otherwise, any portion of the Allowance not used to pay for the costs of the design, permitting and construction of the Tenant Improvements; provided, however, that Tenant may, subject to the terms hereof, use any unused amount of the Allowance to pay for costs of furniture, fixtures and equipment for the Premises and costs of installing cabling for the Premises (collectively, the “Other Costs”). Prior to Tenant ordering or contracting for services associated with the Other Costs, Tenant shall submit to Landlord, for Landlord’s reasonable approval, a schedule of the estimated Other Costs based on estimates provided to Tenant by vendors selected by Tenant and reasonably approved by Landlord. Landlord shall disburse from the Allowance such amounts to pay for such Other Costs previously approved by Landlord pursuant to the immediately preceding sentence and actually incurred by Tenant, within thirty (30) days after the later of (i) Landlord’s receipt of invoices evidencing Tenant’s Other Costs and (ii) the Expansion Commencement Date. Any portion of the Allowance which is not so requested by Tenant on or before the date which is thirty (30) days after the Expansion Commencement Date shall revert to Landlord. Notwithstanding anything above to the contrary, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall any unused amount of the Amoritization Rent Allowance be abated applied for any reason whatsoever, including without limitation, pursuant to Article 11 Other Costs in excess of fifteen percent (15%) of the Leasefair market value of all real and personal property in the Premises.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) shall cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”)Improvements, and (ii) construct the Tenant Improvements as depicted on the Final Space Plan and the Approved Working DrawingsDrawings (if any), in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided. Except as otherwise provided in this Work Letter Agreement, however, if (A) Landlord shall pay for the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any cost of the Construction Drawings, design and such differences, changes and/or substitutions result in increased costs construction of the design, permitting Tenant Improvements. The cost of the design and construction of the Tenant Improvements shall include Landlord’s construction supervision and management fee in excess an amount equal to the product of (i) five percent (5%) and (ii) the total cost of the costs of the design, permitting design and construction of those the Tenant Improvements. In the event Tenant requests any changes, change orders or modifications to the Final Space Plan and/or Working Drawings (if any) and/or the Approved Working Drawings (if any) (which Landlord approves pursuant to Section 2 above) which increase the cost to construct the Tenant Improvements above the cost of the tenant improvements depicted on as described in the Final Space Plan, then Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three percent (3%) of such costs) increased cost to Landlord in cash within ten (10) days after immediately upon Landlord’s request therefor (the “TI Excess”). Notwithstanding the foregoing therefor, and, in any event, prior to the contrarydate Landlord causes the Contractor to commence construction of the changes, in change orders or modifications. In no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment Exhibit “C” or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the Lease.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) shall cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”), and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided. Except as otherwise provided in this Work Letter Agreement, however, if (A) Landlord shall pay for the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any entire cost of the Construction Drawings, design and such differences, changes and/or substitutions result in increased costs construction of the design, permitting Tenant Improvements. The cost of the design and construction of the Tenant Improvements shall include Landlord’s construction supervision and management fee in excess an amount equal to the product of (i) five percent (5%) and (ii) the total cost of the costs of the design, permitting design and construction of those the Tenant Improvements. In the event Tenant requests any changes, change orders or modifications to the Working Drawings and/or the Approved Working Drawings (which Landlord approves pursuant to Section 2 above) which increase the cost to construct the Tenant Improvements above the cost of the tenant improvements depicted on as described in the Final Space Plan, then Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three percent (3%) of such costs) increased cost to Landlord in cash within ten (10) days after immediately upon Landlord’s request therefor (the “TI Excess”). Notwithstanding the foregoing therefor, and, in any event, prior to the contrarydate Landlord causes the Contractor to commence construction of the changes, in change orders or modifications. In no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contraryIn any event, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated be responsible to pay for the following: (i) any such TI Excess to Landlord, to receive a onespecialized HVAC for the IT room and (ii) any built-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in cabinets in the amount not to exceed Twenty Dollars conference room ($20.00) per rentable square foot of the Premises (i.e.as well as any contingency, up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premisesoverhead and general conditions associated with these items). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) Such payment shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four made within ten (8410) month period based upon equal monthly payments days of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the LeaseLandlord’s written request.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. The contractor which shall construct the Improvements shall be a contractor selected by Landlord. The contractor selected may be referred to herein as the "Contractor". Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) shall cause a general contractor designated by Landlord (the “Contractor”) Contractor to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”)Improvements, and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner. Landlord and Tenant hereby agree that Landlord shall, at Landlord's expense (except as provided in this Section 3 and except for Tenant's Contribution (defined below)) cause a general contractor designated by Landlord (the "Contractor") to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the "Permits"), and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such Permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided, however, if (A) the Approved Working Drawings differ with respect that notwithstanding anything in this Work Letter Agreement to the quality and quantity of those tenant improvements depicted on the Final Space Plancontrary, and/or (B) if Tenant shall request any changes or substitutions to any of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting and construction of the Tenant Improvements in excess of the costs of the design, permitting and construction of those tenant improvements depicted on the Final Space Plan, then Tenant shall pay such excess costs (which shall include a Landlord’s 's supervision fee of three four percent (34%) of such costs) to Landlord in cash within ten (10) days after Landlord's request therefor; in all cases excepting modifications necessary to satisfy Landlord's obligations in Section 15 of the Fourth Amendment, which Landlord acknowledges shall be made at Landlord’s request therefor sole expense. Tenant shall, concurrently with Tenant's execution and delivery of the Fourth Amendment, pay to Landlord an amount equal to Six Thousand Dollars ($6,000.00) to reimburse Landlord for Landlord's agreement to (i) replace the “TI Excess”existing integral door frames in the Suite 400 New Premises with new frames to include a three foot (3') wide, full height sidelight (with the existing door leaves and hardware to be re-used) and (ii) remove the existing vertical blinds in the New Premises and replace such blinds with perforated blinds ("Tenant's Contribution"). Tenant acknowledges and agrees that broadloom Building-standard carpeting will be used instead of carpet tiles in the New Premises. Notwithstanding the foregoing to the contrary, in no event shall Landlord be obligated to pay for the costs of any of Tenant’s 's furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s 's own funds. Notwithstanding anything above to the contrary, Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the Lease.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and The contractor which shall construct the Tenant hereby agree that Landlord shall, at Improvements shall be a contractor selected by Landlord’s expense (except . The contractor selected may be referred to herein as provided in this Section 3) cause a general contractor designated by Landlord (the “Contractor”) . Landlord shall cause the Contractor to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”)Improvements, and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided, however, if (A) . Landlord shall pay for the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any cost of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting design and construction of the Tenant Improvements in an amount up to, but not exceeding Forty Dollars ($40.00) per rentable square foot of the Expansion Space (i.e., up to Two Hundred Forty-Nine Thousand Nine Hundred Twenty Dollars ($249,920.00) based on 6,248 usable square feet of the Expansion Space) (the “Allowance”); the Allowance shall include a “test fit” amount equal to fifteen cents ($0.15) per rentable square foot of the Expansion Space and any “test fit” costs shall be deducted from the Allowance. The cost of the design and construction of the Tenant Improvements shall include Landlord’s construction supervision and management fee in an amount equal to the product of (i) five percent (5%) and (ii) the amount equal to the sum of the Allowance and the Over-Allowance Amount (as such term is defined below.) Tenant shall pay for all costs in excess of the costs of the designAllowance (“Over-Allowance Amount”), permitting and construction of those tenant improvements depicted on the Final Space Plan, then Tenant which payment shall pay such excess costs (which shall include a Landlord’s supervision fee of three percent (3%) of such costs) be made to Landlord in cash within ten (10) days after Tenant’s receipt of invoice therefor from Landlord. In the event that Tenant requests any changes, change orders or modifications to the Approved Working Drawings (which Landlord approves pursuant to Section 1 above) which increase the cost to construct the Tenant Improvements above the Allowance), Tenant shall pay such increased cost to Landlord immediately upon Landlord’s request therefor (therefor. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the “TI Excess”)Allowance. Notwithstanding the foregoing to the contrary, in In no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have not be entitled to receive in cash or as a credit against any rental or otherwise, any portion of the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated Allowance not used to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot cost of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option design and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms construction of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the LeaseImprovements.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) shall cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”), and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided. Except as otherwise provided in this Work Letter Agreement and except for Tenant’s Contribution (as defined below), however, if (A) Landlord shall pay for the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any entire cost of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting design and construction of the Tenant Improvements. In the event Tenant requests any changes, change orders or modifications to the Scope of Work or above Building standard, Working Drawings (if any) and/or the Approved Working Drawings (if any) (which Landlord approves pursuant to Section 2 above) which increase the cost to construct the Tenant Improvements in excess above the cost of the costs of the design, permitting and construction of those tenant improvements depicted on as described in the Final Space PlanScope of Work, then Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three percent (3%) of such costs) increased cost to Landlord in cash within ten (10) days after immediately upon Landlord’s request therefor (the “TI Excess”). Notwithstanding the foregoing therefor, and, in any event, prior to the contrarydate Landlord causes the Contractor to commence construction of such changes, in change orders or modifications. In no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant. Landlord and Tenant from acknowledge and agree that Tenant’s own funds. Notwithstanding anything above Contribution toward the cost of the Tenant Improvements (which pertains to the contrary, Additional Tenant shall have Alternates described on the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the attached Schedule “TI Allowance1”) in the is an amount not equal to exceed Twenty Four Thousand Seventy-Eight and 35/100 Dollars ($20.004,078.35) per rentable square foot of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization PeriodTenant’s Contribution”) ), which Tenant’s Contribution shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid payable by Tenant to Landlord as of the termination date pursuant to the foregoing provisions concurrently with Tenant’s execution and delivery of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant Third Amendment to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the LeaseLandlord.

CONSTRUCTION AND PAYMENT FOR COSTS OF TENANT IMPROVEMENTS. Landlord and Tenant hereby agree that Landlord shall, at Landlord’s expense (except as provided in this Section 3) shall cause a general contractor designated by Landlord (the “Contractor”) to (i) obtain all applicable building permits for construction of the Tenant Improvements (collectively, the “Permits”)Improvements, and (ii) construct the Tenant Improvements as depicted on the Approved Working Drawings, in compliance with such building permits and all applicable laws in effect at the time of construction, and in good workmanlike manner; provided, however, if (A) . Landlord shall pay for the Approved Working Drawings differ with respect to the quality and quantity of those tenant improvements depicted on the Final Space Plan, and/or (B) Tenant shall request any changes or substitutions to any cost of the Construction Drawings, and such differences, changes and/or substitutions result in increased costs of the design, permitting design and construction of the Tenant Improvements in excess of the costs of the design, permitting and construction of those tenant improvements depicted on the Final Space Plan, then Tenant shall pay such excess costs (which shall include a Landlord’s supervision fee of three five percent (35%) of such costs) in an amount up to, but not exceeding, $43,356 (i.e., $3.00 per rentable square foot of the Premises) (the “Allowance”). In the event Tenant elects not to improve all of the Premises and Landlord has approved of such election, the Tenant Improvement Allowance shall be reduced proportionately commensurate with the rentable square footage of the Premises not improved with Tenant Improvements (for example, if twenty-five percent (25%) of the Premises is not improved with Tenant Improvements, the amount of the Tenant Improvement Allowance shall be reduced by twenty-five percent (25%); provided, however, Tenant shall be permitted to allocate all or any portion of the Allowance toward the construction of the server room (including the installation of supplemental electrical service and supplemental HVAC on the roof of the Building (“Supplemental HVAC”)). Tenant shall pay for all costs in excess of the Allowance, which payment shall be made to Landlord in cash within ten (10) business days after LandlordTenant’s request receipt of invoice therefor (the “TI Excess”). Notwithstanding the foregoing from Landlord and in any event prior to the contrarydate Landlord causes the Contractor to commence construction of the Tenant Improvements. In the event Tenant disagrees with the amount of such excess costs, within five (5) days of receipt of such invoice, Tenant shall deliver to Landlord a written notice (“Excess Allowance Notice”) specifying the amount by which Tenant desires such excess costs be reduced and reasons therefor. Within five (5) days immediately following such five (5) day period, the parties shall meet and confer in a good faith attempt to lower the excess costs. If an agreement is reached within such five (5) day period, Tenant shall promptly pay Landlord in cash the costs in excess of the Allowance agreed on by the parties during the meet and confer process, and in any event prior to the date Landlord causes the Contractor to commence construction of the Tenant Improvements. In the event the parties do not agree upon the reduction of excess costs within the five (5) day period specified above, then: (i) Landlord shall have no further obligation to construct any of the Tenant Improvements; (ii) notwithstanding anything to the contrary contained in this Lease, the Lease Commencement Date shall occur on January 1, 2006; and (iii) Tenant shall retain the right to use the Allowance for the Tenant Improvements or other tenant improvements in accordance with Article 8 of this Lease, provided, however, if Tenant fails to request disbursement of all of such Allowance for such Tenant Improvements or other tenant improvements by January 1, 2007, Landlord shall have no obligation to pay Tenant any portion of the Allowance not then disbursed by Landlord. In no event shall Landlord be obligated to pay for the costs of any of Tenant’s furniture, computer systems, telephone systems, equipment or other personal property which may be depicted on the Construction Drawings; the costs of such items shall be paid for by Tenant from Tenant’s own funds. Notwithstanding anything above to the contrary, Tenant shall have not be entitled to receive in cash or as a credit against any rental or otherwise, any portion of the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated Allowance not used to pay any such TI Excess to Landlord, to receive a one-time tenant improvement allowance to help pay for such TI Excess (the “TI Allowance”) in the amount not to exceed Twenty Dollars ($20.00) per rentable square foot cost of the Premises (i.e., up to One Million Three Hundred Ninety-Six Thousand One Hundred Sixty Dollars ($1,396,160.00) based on 69,808 rentable square feet in the Premises). In the event Tenant exercises such option design and as consideration for Landlord providing such TI Allowance to Tenant, the Base Rent payable by Tenant throughout the entire eighty-four (84) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such TI Allowance throughout said eighty-four (84) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms construction of the Lease or this Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the TI Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Article 11 of the Lease. In addition, in no event shall the Amoritization Rent be abated for any reason whatsoever, including without limitation, pursuant to Article 11 of the LeaseImprovements.