Common use of Final Retention Clause in Contracts

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion", in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements has been Substantially Completed, (iv) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; and (vi) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the applicable portion of the Premises. EXHIBIT B-6-

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the substantial completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4) from all of Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvements’s Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, EXHIBIT B in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements in the Premises has been Substantially Completedsubstantially completed, (iv) Tenant delivers to Landlord records a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a valid Notice of Completion to be recorded in accordance with the office requirements of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; of this Work Letter, and (viv) a certificate of occupancy, a temporary certificate of occupancy (or its equivalent is equivalent) has been issued to Tenant for the applicable Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual “Final Costs” of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord’s review. In the event it is determined that there remains any unpaid portion of the Premises. EXHIBIT B-6-Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the substantial completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable ImprovementsAgents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6260 Building, the curtain wall of the 6260 Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the 6260 Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements in the Premises has been Substantially Completedsubstantially completed, (iv) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; , and (vi) a certificate of occupancy, a temporary certificate of occupancy (or its equivalent is equivalent) has been issued to Tenant for the applicable Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant shall submit such EXHIBIT B analysis to Landlord for Landlord's verification and approval. In the event it is determined that there remains any unpaid portion of the Premises. EXHIBIT B-6-Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the substantial completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4) from all of Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvements’s Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements in the Premises has been Substantially Completedsubstantially completed, and , (iv) Tenant delivers to Landlord records a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a valid Notice of Completion to be recorded in accordance with the office requirements of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; of this Work Letter, and (viv) a certificate of occupancy, a temporary certificate of occupancy (or its equivalent is equivalent) has been issued to Tenant for the applicable Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual “Final Costs” of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord’s verification EXHIBIT B and approval. In the event it is determined that there remains any unpaid portion of the Premises. EXHIBIT B-6-Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the applicable ImprovementsTenant Improvements in the Premises, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional final sworn statements and mechanics lien waiver or releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 any applicable laws from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvementsall Tenant Agents, (ii) Landlord has determined that no substandard work exists in violation of the terms of this Tenant Work Letter which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's ’s use of such other tenant's ’s leased premises in the Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Tenant Improvements in the Premises has been Substantially Completedsubstantially completed, (iv) Tenant delivers supplies Landlord with evidence that all required governmental approvals required for Tenant to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawingslegally occupy the Premises have been obtained, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located has fulfilled its obligations pursuant to the terms of Section 4.3 below; 4.3(i) of this Tenant Work Letter and (vi) a certificate of occupancyhas otherwise complied with Landlord’s standard “close out” requirements regarding city approvals, a temporary certificate of occupancy or its equivalent is issued to Tenant for closeout tasks, closeout documentation regarding the applicable portion of the Premises. EXHIBIT B-6-general contractor, financial close-out matters, and tenant vendors.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable to Tenant (or at Tenant's option made payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, ) shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (ai) paid invoices a request for final payment of Contractor, approved by Tenant, showing that all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvements, have been completed; (ii) Landlord has determined that no substandard work exists which adversely affects invoices from all of Tenant's Agents and from the mechanicaldesign consultants, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Buildingproject managers, the curtain wall of Architect and the BuildingEngineers, for labor rendered with respect to, and materials delivered to, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, Premises not previously paid by Landlord; (iii) Architect delivers conditional progress lien waivers in recordable form executed by the Contractor and Tenant’s Agents whose work is the subject of such request for payment (subject only to the receipt of payment therefor); (iv) unconditional progress lien waivers in recordable form executed by the Contractor and Tenant’s Agents with respect to all amounts funded by Landlord a "Certificate prior to the date of Substantial Completion", the request for final payment; (v) reasonable supporting detail in a form AIA G702 format (or another format reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements has been Substantially Completed, (iv) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawingsbut not limited to, work orders, invoices, sales receipts, bills of lading, time sheets and final record CADD files material purchase orders for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) costs incurred by Tenant causes a Notice of Completion reasonably acceptable to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 belowLandlord; and (vi) a certificate executed and sealed by the Architect, certifying to Tenant, Landlord and Landlord’s mortgagee that all of occupancythe Improvements have been finally completed in accordance in all material respects with the Approved Working Drawings and all applicable laws, regulations, codes and ordinances (but subject to standard expectations with respect the Americans with Disabilities Act (ADA) and the Texas Accessibility Standard, as amended (TAS)). Tenant shall, within five (5) business days after any municipal authority issues a temporary certificate of occupancy covering the Premises or its equivalent is issued any portion thereof, deliver to Landlord a copy of such certificate. Within the four (4) months following the Commencement Date, Tenant shall submit to Landlord by electronic mail, Tenant's "as-built drawings" for the applicable portion all of the Premises. EXHIBIT B-6-Improvements.

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the substantial completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4) from all of Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvements’s Agents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements in the Premises has been Substantially Completedsubstantially completed, (iv) Tenant delivers to Landlord records a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a valid Notice of Completion to be recorded in accordance with the office requirements of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; of this Work Letter, and (viv) a certificate of occupancy, a temporary certificate of occupancy (or its equivalent is equivalent) has been issued to Tenant for the applicable Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual “Final Costs” of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord’s review. In the event it is determined that there remains any unpaid portion of the Premises. EXHIBIT B-6-Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Tenant Work Letter, a check payable to Tenant for the Final Retention payable jointly with respect to the Tenant and Improvements performed to each Tranche (or, as to Tranche III, each of the applicable Contractor2nd Floor Premises, the Suite 250 Premises or directly to such Contractor at Landlord's reasonable discretionthe Suite 255 Premises, respectively) shall be delivered by Landlord to Tenant within thirty forty-five (3045) days following the completion of construction of date upon which the applicable Improvements, provided that following have been satisfied (i) Tenant delivers to Landlord (a) paid invoices for all applicable Tenant Improvements and related costs for which the applicable portion of the Tenant Improvement Allowance is to be dispersed, (b) signed permits for all Tenant Improvements completed within such Tranche (or, as to Tranche III, within the applicable portion of the 2nd Floor Premises, and the Suite 250 Premises or the Suite 255 Premises, respectively), (c) properly executed unconditional mechanics mechanic’s lien releases in compliance from all of Tenant’s Agents who are entitled to file mechanic’s liens which shall comply with both the appropriate provisions of California Civil Code Section 8134 Sections 8132, 8134, 8136 and either Section 8136 or Section 8138 from Tenant's contractor, subcontractors 8138; which lien releases shall be conditional with respect to the requested payment amounts and material suppliers and any other party which has lien rights in connection unconditional with the construction of the applicable Improvementsrespect to payment amounts previously disbursed by Landlord, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, (iii) Architect delivers to Landlord a "“Certificate of Substantial Completion"” for the applicable Tranche (or, as to Tranche III, for the 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises, respectively) in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Tenant Improvements in such Tranche (or, as to Tranche III, in the 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises, respectively) has been Substantially Completedsubstantially completed, (iviii) Tenant delivers to Landlord a "close-out package" package for the applicable Tranche (or, as to Tranche III, for the 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises, respectively) in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report, and O&M manuals) (the “Close Out Package”); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; , and (viiv) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for with respect to such Tranche (or, as to Tranche III, with respect to the applicable portion of 2nd Floor Premises, the Suite 250 Premises or the Suite 255 Premises. EXHIBIT B-6-, respectively).

Final Retention. Subject to the provisions of this Work Letter, and provided Tenant delivers sufficient evidence to Landlord showing that the full amount of the Over-Allowance Amount has then been paid by Tenant, a check for the Final Retention payable jointly to Contractor or Tenant, as Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretionmay request, shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics mechanic’s lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 3262(d)(4) from Tenant's ’s contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable ImprovementsImprovements (provided that, if Tenant requests a check payable only to Tenant, then Landlord shall not be obligated to deliver such check unless and until Tenant has provided Landlord all unconditional mechanic’s lien releases in accordance with California Civil Code Section 3262(d)(4)), (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's ’s use of such other tenant's ’s leased premises in the Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements in the Premises has been Substantially Completedsubstantially completed, (iv) Tenant EXHIBIT B -4- XXXXXX REALTY 000 XXXXXXX XXXXXX [StumbleUpon, Inc.] delivers to Landlord a "“close-out package" ” in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); and (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; and (vi) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the applicable portion of the Premises. EXHIBIT B-6-.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention for such applicable New Tenant Improvements for such applicable Full TI Floor or Remaining Floor (as the case may be) payable jointly to Tenant and Contractor (or if Tenant so requests, payable solely to Tenant for those amounts for which Tenant has already directly paid the applicable Contractor, or directly Contractor and for which Tenant has delivered to Landlord paid receipts evidencing such Contractor at Landlordpayment and unconditional and final mechanic's reasonable discretion, lien releases for such amounts) shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the applicable such New Tenant Improvements, provided that (i) Tenant has paid the entire costs of the design, permitting and construction of such applicable New Tenant Improvements with respect to such applicable Ful1 TI Floor or Remaining Floor in excess of the applicable Tenant Improvement Allowance which Tenant may allocate to such particular Full TI Floor or Remaining Floor pursuant to the foregoing provisions of this Tenant Work Letter (the "Improvement Excess"), and (ii) Tenant delivers to Landlord (a) paid invoices written request for all applicable Improvements and related costs for which the applicable portion payment of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) such Final Retention together with properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 from Tenant3262(d)(4) with respect to all of such New Tenant Improvements for such applicable Full TI Floor or Remaining Floor and the costs thereof (including any such Improvement Excess). Tenant covenants to timely pay the Improvement Excess, if any, after Landlord's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction 804296.08/LAH4321-047/10-7/08/nng/law EXHIBIT X-0- XXXXX XXXX XXXXX[Xxxxx Xxxx Lease] disbursement of the applicable Tenant Improvement Allowance (excluding the Final Retention) and prior to Landlord's disbursement of the Final Retention. If Landlord has reasonably determined that a Design Problem exists with respect to such New Tenant Improvements, (ii) Tenant shall promptly correct such Design Problem, but Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems may not withhold payment of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion", in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements has been Substantially Completed, (iv) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; and (vi) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant Final Retention for the applicable portion New Tenant Improvements as a result of the Premises. EXHIBIT B-6-such Design Problem.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, Tenant's Agent (which is the payee for such work or directly to such Contractor at Landlord's reasonable discretion, portion thereof) shall be delivered by Landlord to Tenant within thirty (30) days following the completion of construction of the applicable ImprovementsExpansion Space, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvements, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioningHVAC, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises Expansion Space in the Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion", in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements has been Substantially Completed, (iv) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; and (viii) Tenant has delivered to Landlord: (A) properly executed and final unconditional mechanics lien releases in compliance with applicable California law or conditional mechanics lien releases for amounts to be paid by the Final Retention; (B) a certificate of occupancyoccupancy or permit cards signed off by the City of South San Francisco (the "City") with respect to the Expansion Space; (C) as-built plans and City-permitted plans for the Tenant Improvements; (D) operation manuals and warranties for equipment included within the Tenant Improvements, a temporary if applicable; (E) copy of the contract with the Contractor; (F) copy of the Contractor's certificate of occupancy or its equivalent is issued insurance, including Additional Insured endorsement naming Landlord (and any other party requested by Landlord) as additional insureds; and (G) the Contractor's schedule of values, showing total contract value. In the event Tenant has paid Tenant's Agent directly for certain Tenant Improvement Allowance Items and if Tenant's Agent has provided an unconditional lien release with respect to such paid Tenant Improvement Allowance Item, then Landlord shall make such disbursement check payable solely to Tenant for the applicable portion of the Premisessuch Tenant Improvement Allowance Item disbursement. EXHIBIT B-6-./ -/// -4-

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the substantial completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable ImprovementsAgents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the 6350 Building, the curtain wall of the 6350 Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the 6350 Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements in the Premises has been Substantially Completedsubstantially completed, (iv) Tenant records a valid Notice of Completion in accordance with the requirements of Section 4.3 of this Work Letter, (v) Tenant delivers to Landlord 712812.03/WLA 214064-00120/9-26-13/gjn/gjn -3- 0000 XXXXXXXX XXXXX, XXX XXXXX [Second Amendment/Substitute Premises Amendment] [Entropic Communications, Inc.] a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; , and (vi) a certificate of occupancy, a temporary certificate of occupancy (or its equivalent is equivalent) has been issued to Tenant for the applicable Premises. Upon substantial completion of the Improvements, and in conjunction with the Final Retention and disbursement thereof, as set forth in this Section 2.2.2.2, above, Tenant shall perform a final costs analysis to determine the actual "Final Costs" of the Improvements so constructed. Thereafter, Tenant shall submit such analysis to Landlord for Landlord's verification and approval. In the event it is determined that there remains any unpaid portion of the Premises. EXHIBIT B-6-Improvement Allowance (in addition to the Final Retention), Tenant shall submit to Landlord an invoice for such amount (which excess shall in no event exceed the amount paid by Tenant as an Over-Allowance Amount or supplement thereto) and Landlord shall promptly pay such unpaid portion of the Improvement Allowance to Tenant (but only to the extent otherwise reimbursable hereunder for Improvement Allowance Items).

Final Retention. Subject to the provisions of this Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty (30) days following the substantial completion of construction of the applicable Improvements, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics mechanic's lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from all of Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable ImprovementsAgents, (ii) Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety life­safety or other systems of the 6350 Building, the curtain wall of the 6350 Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the 6350 Building, (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Improvements in the Premises has been Substantially Completedsubstantially completed, (iv) Tenant delivers to Landlord records a "close-out package" valid Notice of Completion in both paper and electronic forms (includingaccordance with the requirements of Section 4.3 of this Work Letter, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes delivers to Landlord and specifications determined by Landlord, and shall be subject to Landlord's approval; provided, however, Landlord shall only disapprove any such Construction Drawing to the extent of a Notice "Design Problem," as that term is defined below. Landlord expressed no objection to its former tenant's delivery of Completion a copy of certain "as­built" drawings of the 6350 Building to Tenant. Landlord makes no representation as to the accuracy of any "as built" drawings pertaining to the 6350 Building. Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant's waiver and indemnity set forth in this Lease shall specifically apply to the Construction Drawings. A "Design Problem" is defined as, and shall be deemed to exist if there could be (i) an effect on the exterior appearance of the 6350 Building, (ii) a material, adverse affect on the Base Building portions of the Premises or 6350 Building (including without limitation the Building Structure located in the 6350 Building), (iii) a material adverse affect on the Building Systems located in the 6350 Building or the operation and maintenance thereof, or (iv) any failure to comply with Applicable Laws (other than pre-existing failures to so comply to the extent the same are Landlord's obligations pursuant to the express terms and conditions of the Second Amendment). Notwithstanding anything to the contrary contained herein, Landlord acknowledges that Tenant’s security systems are fundamental to its business operations in the Premises, and Landlord shall reasonably cooperate with Tenant, at no material extra cost to Landlord, to permit such security systems to be recorded installed in the office of the Recorder of the county Premises in which the Building is located pursuant to Section 4.3 below; and (vi) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the applicable portion of the Premises. EXHIBIT B-6-accordance with Tenant’s reasonable security requirements.

Final Retention. Subject to the provisions of this Tenant Work Letter, a check for the Final Retention payable jointly to Tenant and the applicable Contractor, or directly to such Contractor at Landlord's reasonable discretion, shall be delivered by Landlord to Tenant within thirty on or before the date occurring forty-five (3045) days following the completion of construction of the applicable ImprovementsPremises, provided that (i) Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional conditional mechanics lien releases in compliance with both California Civil Code Section 8134 3262(d)(2) and either Section 8136 3262(d)(3) or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has 3262(d)(4) (provided that Tenant shall provide Landlord with executed unconditional mechanics lien rights in connection releases that comply with the construction foregoing within thirty (30) days following Landlord payment of the applicable ImprovementsFinal Retention), (ii) Landlord has determined that no substandard work in the construction of the Tenant Improvements exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, and (iii) Architect delivers to Landlord a "Certificate of Substantial Completion"certificate, in a form reasonably acceptable to Landlord, certifying that the construction of the applicable Tenant Improvements in the Premises has been Substantially Completed, (iv) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files for the associated plans, warranties and guarantees from all contractors, subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; and (vi) a certificate of occupancy, a temporary certificate of occupancy or its equivalent is issued to Tenant for the applicable substantially completed. Any undisbursed portion of the Premises. EXHIBIT B-6-Tenant Improvement Allowance that remains following Landlord's disbursement of the Final Retention shall be provided to Tenant (the "Over-Allowance Refund") within sixty (60) days; provided, however, in no event shall the amount of such Over-Allowance Refund exceed the sum of (A) the Initial TI Disbursement, and (B) the actual Over-Allowance Amount, if any, provided to Landlord by Tenant; provided further, however, at Tenant's discretion, up to $317,379.00 of the Over Allowance Refund (as designated by Tenant, the "Reduction Application Amount") may be applied against Base Rent throughout the initial Lease Term as a reduction in each Monthly Installment of Base Rent by an amount equal to $0.012 for each $1.00 of the Reduction Application Amount; provided, however, in such event Landlord and Tenant shall promptly execute an amendment to the Lease setting forth a revised schedule of Base Rent incorporating such reduction.

Final Retention. Subject to So long as no Event of Default has occurred and is continuing, and provided Landlord does not reasonably and in good faith dispute the provisions payment of this Work Letter, a check for the Landlord’s Final Retention payable jointly to Tenant and based upon noncompliance of any work with the applicable ContractorApproved Working Drawings, or directly to such Contractor at Landlord's reasonable discretion, ’s Final Retention shall be delivered by Landlord disbursed to or on behalf of Tenant within thirty (30) days following the completion of construction after each and every one of the applicable Improvements, provided that following conditions has been satisfied: (i) receipt by Landlord of a final Payment Application (the “Final Payment Application”) from Tenant delivers to Landlord (a) paid invoices for all applicable Improvements and related costs for which requesting the applicable portion of the Improvement Allowance is to be dispersed, (b) signed permits for all Improvements completed within the applicable portion of the Premises, and (c) properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the applicable Improvements, Landlord’s Final Retention; (ii) inspection by Landlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the BuildingPremises and Landlord’s determination that the Tenant Improvement work has been completed (including all punch-list items) in strict accordance with the Approved Working Drawings and applicable Code (provided, however, that such determination shall in no way constitute Landlord’s endorsement or certification that the curtain wall work has in fact been constructed in conformance with the Approved Working Drawings or applicable Code), and that any repairs to 4 Second & Spring Avalara, Inc. the Premises necessitated by such Tenant Improvement work have been made to the reasonable satisfaction of the Building, the structure or exterior appearance of the Building, or any other tenant's use of such other tenant's leased premises in the Building, Landlord; (iii) Architect delivers to receipt by Landlord of a "conformed Certificate of Substantial Completion"Completion certified by the Contractor and the Architect (iv) receipt by Landlord from Tenant of a temporary or final certificate of occupancy, or either of their equivalent, or other authorization from the applicable governmental authority for the Premises allowing Tenant to occupy the Premises for the conduct of its business, or final sign-off by the applicable building inspector of the City of Seattle, Washington on all building permits for the Tenant Improvement Work, and complying in all respects with the certificate(s) of occupancy, or its equivalent, or other authorization or building permits sign-off as provided above, then covering the Building; (v) receipt by Landlord of appropriate individual paid receipts and invoices for the total amount of the Tenant Improvement Work; (vi) conditional lien waivers from the Contractor and all other Tenant Agents with respect to Landlord’s Final Retention and unconditional lien waivers with respect to all other portions of the Tenant Improvement Work for which payment has been received from the Contractor and all other Tenant Agents furnishing labor or materials with respect to the Tenant Improvement work and upon Landlord’s request based upon reasonable cause, from individual laborers, in a form reasonably acceptable satisfactory to Landlord, certifying that the construction ; (vii) receipt by Landlord and Landlord’s approval of a complete set of the applicable Improvements has been Substantially Completed, (iv) Tenant delivers to Landlord a "close-out package" in both paper and electronic forms (including, as-built drawings, and final record CADD files “As Built” drawings for the associated plansPremises, warranties including electrical, mechanical, fire sprinklers, fire/life-safety and guarantees from all contractors, other applicable subcontractors and material suppliers, and an independent air balance report); (v) Tenant causes a Notice as required by the provisions of Completion to be recorded in the office of the Recorder of the county in which the Building is located pursuant to Section 4.3 below; (viii) receipt by Landlord of all O&M Information (as defined below); (ix) Tenant’s compliance with Landlord’s reasonable standard closeout and completion requirements; and (vix) receipt by Landlord of all other information reasonably requested by Landlord. Landlord shall pay Landlord’s Final Retention with a certificate check issued by Landlord in an amount equal to the lesser of occupancy(A) the amount requested in the Final Payment Application, a temporary certificate or (B) the amount of occupancy or its equivalent is issued to any then remaining Tenant for the applicable portion of the Premises. EXHIBIT B-6-Improvement Allowance.