Common use of Improvement Allowance Clause in Contracts

Improvement Allowance. Tenant shall be entitled to an Improvement allowance (the “Improvement Allowance”) in the amount set forth in Section 13 of the Summary for the costs relating to the design, permitting and construction of improvements, which, except as otherwise provided in Section 2.2.1, below, are permanently affixed to the Premises (the “Improvements”), provided that the Improvements constructed by Tenant shall include (except to the extent such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect to the Core and Shell Work, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Improvement Allowance and “Landlord’s Drawing Contribution” (as that term is defined below). In the event that the Improvement Allowance for any particular portion of the Premises is not fully utilized by Tenant within one (1) year following the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by Tenant.

Improvement Allowance. Tenant shall be entitled to an Improvement improvement allowance in the amount of One Million Seven Hundred Seven Thousand Three Hundred Forty-Four ($1,707,344.00) (the “Expansion Improvement Allowance”) in the amount set forth in Section 13 of the Summary for the costs relating to the design, permitting design and construction of improvements, which, except as otherwise provided in Section 2.2.1, below, are permanently affixed the improvements to the Premises (the “Expansion Improvements”) (which, the parties acknowledge shall not include Tenant’s furniture and personal property), provided that including without limitation, such portion of the Improvements constructed by Premises outside the Expansion Premises, as Tenant shall include may elect to improve. The Expansion Improvement Allowance may also be used to make improvements to the Common Area and Building (except including, without limitation, as described hereinbelow in this Section 2) to the extent specifically contemplated in the Amendment, subject to any approval or other standards set forth in the Amendment, and such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord improvements shall be subject to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect requirements contained in this Work Letter applicable to the Core Expansion Improvements. In addition to the Improvement Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Twenty-Four Thousand Six Hundred and Shell Work00/100 Dollars ($24,600.00) (the “Lobby Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Lobby Allowance shall be used only for the soft and hard costs incurred by Tenant to modify/remodel the Building’s lobby pursuant to and in accordance with the “Construction Drawings,” as that term is defined in Section 3.1 of this Work Letter, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Lobby Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance and the Lobby Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Nine Thousand Five Hundred and 00/100 ($9,500.00) (the “Security Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Security Allowance shall be used only for the soft and hard costs incurred by Tenant to install security cameras within the interior and exterior of the Building access control systems in the Building, all pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Security Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. In addition to the Improvement Allowance, the Lobby Allowance, and the Security Allowance, Landlord shall provide Tenant with an additional allowance in an amount not to exceed Eight Thousand Two Hundred and 00/100 ($8,200.00) (the “Suite 300 ADA Allowance”) payable by Landlord to Tenant upon Tenant’s written request, which Suite 300 ADA Allowance shall be used only for the soft and hard costs incurred by Tenant (in connection with the construction of the Improvements) to ensure that the Base Building serving Suite 300 is fully compliant with any applicable requirements of any applicable handicapped access laws pursuant to and in accordance with the Construction Drawings, approved by Landlord in accordance with the terms and conditions of this Work Letter. Any unused portion of the Suite 300 ADA Allowance that Tenant has not timely and properly requested that Landlord disburse as of the first anniversary of the Delivery Date, shall remain the property of Landlord and Tenant shall have no further right thereto. The Expansion Improvement Allowance, the Lobby Allowance, the Security Allowance, and the Suite 300 ADA Allowance shall be referred to herein, each individually and collectively as the context requires, as the “Improvement Allowance,” and the improvements to be constructed with all or a portion of the Improvement Allowance are collectively referred to herein as the “Improvements.” In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to pay any portion of the “Over-Allowance Amount,” as defined and required in Section 4.2.1 of this Work Letter, nor shall Landlord be obligated to pay a total amount which to reimburse Tenant for the cost of any Improvements that exceeds the Improvement Allowance and “applicable thereto. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, except as otherwise provided in Section 3.2 of this Work Letter, the Improvements shall be deemed Landlord’s Drawing Contribution” (property under the terms of the Lease, as that term is defined below)amended. In the event that Any unused portion of the Improvement Allowance for any particular portion that Tenant has not timely and properly requested that Landlord disburse as of the Premises is not fully utilized by Tenant within one (1) year following first anniversary of the Lease Commencement Delivery Date, then such unused amounts shall revert to Landlord, remain the property of Landlord and Tenant shall have no further rights with respect right thereto. Any Improvements Without limiting the foregoing, Tenant and Landlord contemplate that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall to the Premises and Building listed in Schedule X will be available for use by Tenantincluded in the Final Plans and Final Working Drawings.

Improvement Allowance. Tenant shall be entitled to an Improvement a one-time improvement allowance in the amount of $3,372,075.00 (i.e., $75.00 per rentable square foot of the Expansion Premises) (the “Improvement Allowance”) in the amount set forth in Section 13 of the Summary for the costs relating to the design, permitting design and construction of the improvements, which, except as otherwise provided in Section 2.2.1, below, which are permanently affixed to the Premises (the “Improvements”) (and Tenant acknowledges that $52,500.00 of such Improvement Allowance must be used for improvements to the Rooftop Decks), provided that in the Improvements constructed by event Tenant shall include (except wishes to the extent such work is part utilize any portion of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect to the Core and Shell Work, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Improvement Allowance for the Existing Premises rather than the Expansion Premises then Tenant shall notify Landlord in writing within thirty (30) days following Tenant’s execution and “delivery of this First Amendment as to which portion(s) of the Premises and/or Rooftop Decks that Tenant elects to use the Improvement Allowance towards. In the event that Tenant elects to use the Improvement Allowance towards Improvements in the Existing Premises, then Landlord requires that Tenant accommodate a reallocation of any previously determined Schedule of Values under the Work Letter attached to the Office Lease. Notwithstanding the foregoing or any contrary provision of the Lease, as amended, all Improvements shall be deemed Landlord’s Drawing Contributionproperty under the terms of the Lease, as amended. Subject to the “Construction Risk Alternative,” (as that term is defined in Section 4.2.1 below). In the event that , any unused portion of the Improvement Allowance for any particular portion remaining as of the Premises date which is not fully utilized by Tenant within one (1) year following from the Lease Commencement Date, then such unused amounts delivery date of the Expansion Premises shall revert to Landlord, remain with Landlord and Tenant shall have no further rights with respect right thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by Tenant.

Improvement Allowance. Tenant shall be entitled to an Improvement allowance (the “Improvement Allowance”) in the amount set forth in Section 13 of the Summary for the costs relating to the design, permitting and construction of improvements, which, except as otherwise provided in Section 2.2.1, below, are permanently affixed to the Premises (the “Improvements”), provided that the Improvements constructed by Tenant shall include (except to the extent such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall may construct all of the Improvements on a concurrent phased basis throughout the entire Premises, and in such event, each reference in Sections 2-6 of this Work Letter to the “Premises” shall be deemed to refer to the applicable “Phase”, and each reference in this Work Letter to the “Improvement Allowance” shall refer to the portion of the Improvement Allowance calculated based on the rentable square footage of the applicable Phase. Except with respect to the Core construction of the Base, Shell and Shell WorkCore, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Improvement Allowance and “Landlord’s Drawing Contribution” (as that term is defined below). Tenant shall complete construction of the Improvements by the later of (i) seventeen (17) months after the Delivery Date for the applicable Phase, and (ii) (a) September 30, 2019 for the Phase I Premises, (b) May 31, 2020 for the Phase II Premises, and (c) December 31, 2020 for the Phase III Premises (the applicable foregoing “later of” date is an “Outside Allowance Date”). Each Outside Allowance Date shall be extended on a day-for-day basis for Force Majeure Delays and Landlord Caused Delays (as defined in Section 5.1 below). In the event that the applicable Improvement Allowance for any particular portion of the Premises Phase is not fully utilized by Tenant within one as of the applicable Outside Allowance Date (1) year following as the Lease Commencement Datesame may be extended), then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect theretothereto (provided, however, that for purposes of the foregoing, the Improvement Allowance for a particular Phase shall be deemed to have been ‘utilized’ for that Phase at such time as the Improvements for such Phase have been substantially completed, and Tenant has satisfied the requirements for such disbursement under Sections 2.2.2.2 and 4.3 and Schedule 4 attached hereto, even though Landlord may not have yet disbursed all amounts required to be disbursed). Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Twenty-Five Thousand Nine Hundred Seventy-Four and 85/100 00/100 Dollars ($9,974.8525,000.00) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by Tenant.

Improvement Allowance. Tenant shall be entitled to an Improvement a one-time allowance (the “Improvement Allowance”) in the amount set forth in Section 13 of the Summary for the costs relating to the design, permitting purchase and construction installation of improvements, which, except as otherwise provided in Section 2.2.1, below, improvements which are permanently affixed to the Premises (the “"Improvements”)") in the amount of up to $18,360.00 (i.e., provided that the Improvements constructed by Tenant shall include (except to the extent such work is part $6.00 per rentable square foot of the Base BuildingPremises multiplied by 3,060 rentable square feet) all temporary or permanent fire-life safety work (the "Improvement Allowance"). The construction and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all installation of the Improvements on a concurrent basis throughout shall be made in accordance with the entire Premisesterms of this Article 8, and the Improvements shall be deemed Alterations for all purposes hereunder. Except with respect The Improvement Allowance shall be disbursed by Landlord pursuant to Landlord's disbursement process for costs related to the Core construction of the Improvements, including items (i) through (vii), inclusive, of Section 8.3, above. Landlord and Shell WorkTenant hereby agree that, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter item (vi) of Section 8.3, above, Landlord shall be entitled to a construction supervision and management fee in a total connection with construction of the Improvements in an amount which exceeds equal to the product of (A) five percent (5%) and (B) an amount equal to the aggregate of all costs related to the construction of the Improvements. All costs related to the construction of the Improvements in excess of the Improvement Allowance and “Landlord’s Drawing Contribution” (as that term is defined below)the same may be reduced by the application of the same as a credit against Base Rent in accordance with the foregoing sentence) shall be paid by Tenant in accordance with Section 8.3, above. In the event that the Improvement Allowance for any particular portion of the Premises is not fully utilized by Tenant within one (1) year following the Lease Commencement DateDate (either to pay for costs related to the construction of the Improvements or as a credit against Base Rent), then such unused amounts shall revert to Landlord, Landlord and Tenant shall have no further rights with respect thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by Tenant.

Improvement Allowance. Tenant shall be entitled to an Improvement a one-time improvement allowance (the “"Improvement Allowance”") in the amount set forth in Section 13 of Five Million Eight Hundred Seventy-Four Thousand One Hundred Twenty and 00/100 Dollars ($5,874,120.00) (i.e., $45.00 per rentable square foot of the Summary Premises) for the costs relating to the design, permitting initial design and construction of improvementsthe improvements desired by Tenant or otherwise necessitated thereby, which, except as otherwise provided in Section 2.2.1, below, which are permanently affixed to the Premises (the “"Improvements”"), provided that the Improvements constructed by Tenant shall include (except to the extent such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect to the Core and Shell Work, in In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to timely pay any portion of the "Over-Allowance Amount," as that term is defined in, and within the time frames more particularly set forth in, Section 4.2.1, nor shall Landlord be obligated to pay a total amount which exceeds the Improvement Allowance. Notwithstanding the foregoing or any contrary provision of this Lease, all Improvements shall be deemed Landlord's property under the terms of this Lease. Any unused portion of the Improvement Allowance remaining as of March 1, 2014 (the "Improvement Allowance Sunset Date"), shall remain with Landlord and “Landlord’s Drawing Contribution” Tenant shall have no further right thereto; provided, however, such Improvement Allowance Sunset date shall be extended on a day -for-day basis for each day of any "Landlord Delay" (as that term is defined in Section 5.5 below). In the event that the Improvement Allowance for any particular portion of the Premises is not fully utilized by Tenant within one (1) year following the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by Tenant.-1-

Improvement Allowance. Tenant (a) Lessor shall be entitled provide to Lessee an Improvement allowance amount of $128,757.50 (the “Improvement Allowance”) in the amount set forth in Section 13 of the Summary to be used for the costs relating general purpose industrial building improvements to the design, permitting Expansion Premises and construction of improvements, which, except the Existing Premises as otherwise provided in Section 2.2.1, below, are permanently affixed to the Premises determined by Lessee (the “Improvements”). (b) In advance of December 31, provided that 2022 (the “Outside Date”), Lessee shall provide its proposed plans and specifications for the Improvements constructed to Lessor (which may be conceptual in nature and/or include detailed plans and specifications for all or particular components of the Improvements). Within ten (10) business days thereafter, Lessor shall approve such plans or disapprove and provide its comments to such plans, such approval not to be unreasonably withheld, conditioned, or delayed. If Lessor disapproves such plans, Lessee shall deliver the revised plans to Lessor for Lessor’s approval promptly after receipt thereof together with comments to such plans providing reasonable detail of why Lessor disapproved the same, and Lessor shall have three (3) business days following each submittal by Tenant Lessee to approve any resubmissions by Lessee, after the first submission set forth above. This procedure shall include be repeated until Lessor and Lessee approve the plans for the Improvements and, upon such approval, such approved plans shall constitute the “Improvement Plans”. (except c) Lessor shall perform the Improvements in a good and workmanlike manner and will, subject to Lessee Delays, Substantially Complete the Improvements in the timeframe contemplated by clause (d) below. Lessor shall cause the Improvements to be performed in a lien-free, workmanlike manner in accordance with the Improvement Plans and generally accepted industry standards, and in accordance with Applicable Requirements. Lessor shall apply for and obtain all permits, licenses and certificates necessary for the performance of the Improvements. Lessor shall competitively bid the Improvements pursuant to the extent such work is part of the Base BuildingImprovement Plans to three (3) all temporary or permanent fire-life safety work general contractors, and sprinkler system work required in order Lessor’s selection thereof shall be subject to Lessee’s prior reasonable approval. (d) Lessor and Lessee shall agree upon a commercially reasonable timeline for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all construction of the Improvements based on the scope of the Improvements, and a concurrent basis throughout methodology of construction in an effort to minimize disruption to Lessee's business operations at the entire Expansion Premises and the Existing Premises. Except Within three (3) business days after the Improvements are Substantially Complete, Lessor and Lessee shall conduct a walk-through of the Expansion Premises or the Existing Premises, as applicable, and identify any touch-up work, repairs, minor completion items, and “punch list” items that are necessary for final completion of the Improvements. Lessor shall cause its contractor to complete all such items promptly after such walk-through. (e) Subject to clause (f) below, Lessor shall pay for the out-of-pocket costs of the Improvements, together with all engineer, architect, and consultant fees and expenses (including plan preparation costs) and all permit and approval fees and expenses incurred by Lessor in connection with the Improvements (collectively, the “Improvement Costs”), in an amount up to, but not exceeding the Improvement Allowance. (f) Lessee must pre-approve any Improvement Costs exceeding the Improvement Allowance. If (i) at any time the expected Improvement Costs exceed (or are reasonably expected by Lessor to exceed) the Improvement Allowance or (ii) Improvement Costs are incurred (or are reasonably expected to be incurred) after the Outside Date, then, within thirty (30) days after Lessor’s written request together with commercially reasonable backup documentation related thereto (and in any event prior to Lessor’s commencement of construction of the applicable Improvements), Lessee shall remit to Lessor in good funds amounts to pay such excess with respect to clause (i) and any Improvement Costs incurred after the Core Outside Date with respect to clause (ii). Lessee’s failure to timely remit such funds and Shell Workany delay in commencing or continuing the performance of the Improvements awaiting receipt of such funds shall be a Lessee Delay. If Lessee remits amounts to Lessor in advance of a final invoice for the Improvement Costs and the amount required by Lessor to pay for such excess Improvement Costs is ultimately less than the amount remitted by Lessee, Lessor shall, within thirty (30) days of final invoice or final accounting for such Improvement Costs, remit to Lessee in good funds such excess amount. (g) Notwithstanding anything to the contrary set forth in this Amendment, Lessor and Lessee acknowledge and agree that (i) the Improvement Allowance shall not be available to Lessee to pay for Improvement Costs incurred after the Outside Date; (ii) no portion of the Improvement Allowance may be applied to Rent or used for any purpose other than as set forth in this Section 5; and (iii) the timing of completion of the Lessee Improvements shall have no effect on the commencement of the Extended Term or the Premises Modification Date. (h) Lessee shall be entitled to use any portion of the Improvement Allowance that remains unused after Lessor’s application of the same towards the Improvement Costs (if any, the “Unused Improvement Allowance”) to pay for the cost of certain general purpose building improvements related to the Expansion Premises or Existing Premises, as determined by Lessee and approved by Lessor in accordance with the Lease (the “Lessee Improvements”), incurred on or before the Outside Date. The Lessee Improvements shall be: (i) performed by Lessee or its employees or contractors; and (ii) deemed Alterations and be subject to the terms and conditions of this Section 5(h) and the Lease, including, without limitation Paragraph 7.3 of the Lease. Lessor shall reimburse Lessee for the costs incurred by Lessee to complete the Lessee Improvements in an amount up to, but not exceeding the Unused Improvement Allowance, in up to three (3) disbursements (but in no event shall Landlord Lessee be obligated permitted to make disbursements pursuant request a disbursement request more than once per thirty (30) day period), within thirty (30) days after Lessor’s receipt of written request therefor from Lessee, which request (x) shall specify the costs for which Lessee seeks reimbursement, and (y) shall be accompanied by commercially reasonable documentation supporting Lessee’s determination of such costs, evidence reasonably satisfactory to Lessor that the Tenant Improvements have been performed in accordance with the terms and conditions of this Work Letter Section 5(h) and applicable terms and condition of the Lease, and appropriate lien waivers or, in lieu of lien waivers from subcontractors performing the Tenant Improvements, Lessee shall provide Lessor a payment and performance bond in a total amount which exceeds form reasonably acceptable to Lessor with respect to such Tenant Improvements. Lessee shall be responsible for all costs related to the Improvement Allowance and “Landlord’s Drawing Contribution” (as that term is defined below). In the event that the Improvement Allowance for any particular portion Lessee Improvements in excess of the Premises is not fully utilized by Tenant within one (1) year following the Lease Commencement Date, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by TenantUnused Improvement Allowance.

Improvement Allowance. Except as expressly provided in this Work Letter, the total costs and expenses incurred by Landlord in connection with the design and construction of the Improvements (inclusive of, but not limited to, architectural costs, engineering costs, general contractor costs, and the cost of all local and state filing fees, permits and approvals, if any, required to be obtained in order to perform and complete the Improvements) shall not exceed an aggregate amount equal to $11,999,625.00 (i.e., $125.00 per rentable square foot of the Premises) (the "Improvement Allowance"), which is comprised of: (i) $1,274,000.00 for Improvements to the Phase I Premises (the “Phase I Improvement Allowance”), (ii) Improvements to the Phase II Premises (the “Phase II Improvement $4,311,000.00 for Improvements to the Phase III Premises (the “Phase $3,669,625.00 for Allowance”), (iii) III Improvement Allowance”), and (iv) $2,745,000.00 for Improvements to the Phase IV Premises (the “Phase IV Improvement Allowance”), provided that subject to the applicable Allowance Deadline set forth below, Tenant shall be entitled to an use all or any portion of the Improvement allowance Allowance for a particular Phase towards the Improvements for the other Phases of the Premises. If Landlord determines that the total cost of the Improvements (which shall include the "Coordination Fee", as defined below, as well as all design, construction, installation and other costs) will exceed the Improvement Allowance, then Tenant shall be solely responsible for all such excess costs which are over and above the Improvement Allowance (the “Improvement Allowance”"Over-Allowance Amount"). Tenant shall pay any Over-Allowance Amount to Landlord within ten (10) in days after demand is made therefor by Landlord from time to time (including, at Landlord's election, prior to the amount set forth in Section 13 commencement of construction of the Summary Improvements). Any Over-Allowance Amount shall be disbursed by Landlord prior to any Landlord provided funds for the costs relating to the design, permitting and of construction of improvements, which, except as otherwise provided in Section 2.2.1, below, are permanently affixed the Improvements. Tenant hereby acknowledges that Landlord shall be entitled to the Premises a fee (the “Improvements”), provided that the Improvements constructed "Coordination Fee") payable by Tenant shall include in an amount equal to three percent (except 3%) of the Improvement Allowance, in consideration for Landlord's coordination and supervision of the performance of the Improvements, which Coordination Fee may be deducted from the Improvement Allowance to the extent such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premisesfunds are available. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect Notwithstanding any provision to the Core and Shell Workcontrary contained in the Lease or this Work Letter, in no event shall Landlord be obligated to make disbursements pursuant pay for (A) any moving costs or expenses related to this Work Letter Tenant's move-in a total amount which exceeds or occupancy of the Improvement Allowance Premises, and/or (B) any costs or expenses associated with the purchase, installation or maintenance of any furniture (including, but not limited to, the cost of any reception desks, credenzas or chairs, whether identified on the Approved Pricing Plan or not), fixtures, equipment, art, cabling, audio/visual equipment, telecommunications systems, access controls, security systems and “Landlord’s Drawing Contribution” (as that term is defined below). In the event that the Improvement Allowance for any particular portion equipment, and/or signage related to Tenant's occupancy of the Premises is (collectively, "Tenant's FF&E"). If the total costs of the Improvements do not fully utilized by Tenant within one (1) year following exceed the Lease Commencement DateImprovement Allowance, then such unused amounts any remaining funds upon completion of the Improvements in accordance with the Working Drawings shall revert to Landlord, be the sole and separate property of Landlord and Tenant shall have no further rights with respect right or claim thereto. Any Improvements that require Notwithstanding anything to the use contrary contained in this Work Letter, Tenant shall not be entitled to any portion of Building risersthe applicable portion of the Improvement Allowance for a particular Phase for which Tenant has not submitted a request for disbursement to Landlord in compliance with the requirements of Section 4.4 below on or before the date which is twelve (12) months following the applicable Phase Lease Commencement Date (each, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below"Allowance Deadline"), and no any such remaining portion of the Landlord’s Drawing Contribution, if any, remaining after completion Improvement Allowance as of the Improvements applicable Allowance Deadline shall be available for use by Tenantremain with Landlord as its sole property.

Improvement Allowance. Provided the Tenant is not then in default, the Landlord shall pay to the Tenant, once only as a contribution toward the cost of the Phase V Work to be entitled carried out by the Tenant pursuant to Article 18, an Improvement improvement allowance (the “Improvement Allowance”) in the amount set forth in Section 13 of One Hundred and Twenty Dollars ($120) multiplied by the number of square feet comprising the Area of the Summary for the costs relating Leased Premises. Such improvement allowance shall be paid to the design, permitting and construction of improvements, which, except as otherwise provided in Section 2.2.1, below, are permanently affixed to Tenant upon the Premises later of: (a) the “Improvements”), provided that the Improvements constructed by Tenant shall include (except to the extent such work is part Completion of the Base BuildingPhase V Work; (b) the expiration of all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except applicable statutory construction lien periods with respect to the Core Phase V Work; (c) receipt by the Landlord from the Tenant of each of the following: (i) a statutory declaration of an officer of the Tenant that the Phase V Work has been Completed, the statutory construction lien periods with respect to the Phase V Work have expired and Shell no liens are outstanding, all accounts for work, services and material have been paid and that the Tenant has met all its obligations to its contractors, subcontractors and suppliers with respect to the Phase V Work; (ii) evidence of compliance with the requirements of the Province of Ontario with regard to worker's compensation insurance including all payments due thereunder; (iii) evidence in a form satisfactory to the Landlord, acting reasonably, that the Phase V Lands comply with all applicable zoning provisions as a stand-alone parcel of land so as to permit the financing and re- sale of the Phase V Lands as a separate parcel of land, including without limitation, if required, an access and parking arrangement in accordance with the subdivision control provisions of the Planning Act (Ontario) with the Landlord as owner of the adjoining parcels of lands (it being agreed and understood by the parties that such parking and access may have to be located on such adjoining lands notwithstanding anything in this Lease to the contrary), a minor variance of the setback requirement of the municipality, and a minor variance to the applicable zoning bylaw or a zoning bylaw amendment, as applicable, permitting the whole of the Leased Premises to be used for office purposes, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds each case at the Improvement Allowance sole cost and “Landlord’s Drawing Contribution” (as that term is defined below). In the event that the Improvement Allowance for any particular portion expense of the Premises is not fully utilized by Tenant within one (1) year following and on terms satisfactory to the Lease Commencement Date, then such unused amounts shall revert to Landlord, acting reasonably; and (iv) if requested by the Landlord, copies of all contracts, subcontracts, invoices and any other documentation which evidences the cost of the Phase V Work; and (d) the Tenant shall have commenced carrying on business from the Leased Premises. Concurrent with the payment of the improvement allowance, the Tenant shall deliver to the Landlord a waiver in writing of the Tenant's Option (as defined in section 19.2 of this Lease) confirming that the Option is void and of no further rights with respect thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by Tenantforce or effect.

Improvement Allowance. Tenant shall be entitled to an Improvement allowance (the “"Improvement Allowance”") in the amount set forth in Section 13 of the Summary for the costs relating to the design, permitting and construction of improvements, which, except as otherwise provided in Section 2.2.1, below, are permanently affixed to the Premises (the “"Improvements”"), provided that the Improvements constructed by Tenant shall include (except to the extent such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect to the Core and Shell Work, in In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Improvement Allowance and “"Landlord’s 's Drawing Contribution” " (as that term is defined below). In the event that the Improvement Allowance for any particular portion of the Premises is not fully utilized by Tenant within one (1) year following the applicable Lease Commencement DateDate for such Phase of the Premises, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Landlord’s 's and Landlord’s 's management company’s 's reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine One Thousand Nine Hundred SeventyForty-Four Three and 85/100 40/100 Dollars ($9,974.851,943.40) (“"Landlord’s 's Drawing Contribution”") toward the cost of a preliminary analysis and fit plan to be prepared by the “"Architect” " (as that term is defined below)) for the Premises, and no portion of the Landlord’s 's Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by Tenant.. 738132.04/▇▇▇▇▇▇▇▇▇-00001/6-26-15/alf/alf EXHIBIT ▇-▇▇- ▇▇▇ ▇▇▇▇▇▇▇[Dropbox, Inc.]

Improvement Allowance. Tenant shall be entitled to an Improvement a one-time improvement allowance (the “"Improvement Allowance”") in the amount set forth in Section 13 of Seven Hundred Thirty-Four Thousand Two Hundred Twenty and 00/100 Dollars ($734,220.00) (i.e., Thirty and 00/100 Dollars ($30.00) per rentable square foot of the Summary Premises) for the Improvement Allowance Items, including costs relating to the design, permitting initial design and construction of the improvements, which, except as otherwise provided in Section 2.2.1, below, which are permanently affixed to the Premises (the “"Improvements”"), provided that the Improvements constructed by Tenant shall include (except to the extent such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the Premises. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect to the Core and Shell Work, in In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in the event that Tenant fails to immediately pay any portion of the "Over‑Allowance Amount," as defined in Section 4.2.1, nor shall Landlord be obligated to pay a total amount which exceeds the Improvement Allowance and “Allowance. Notwithstanding the foregoing or any contrary provision of this Lease, all Improvements shall be deemed Landlord’s Drawing Contribution” (as that term is defined below)'s property under the terms of this Lease. In the event that Any unused portion of the Improvement Allowance for any particular portion remaining as of the Premises date that is not fully utilized by Tenant within one twelve (112) year months following the Lease Commencement DateDate (the "Allowance Deadline"), then such unused amounts shall revert to Landlord, remain with Landlord and Tenant shall have no further rights with respect right thereto. Any Improvements 800114.12/WLA377185-00015/10-3-19/JNO/JNO EXHIBIT ▇-▇▇- ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ MAR CORPORATE CENTER III[Evofem Biosciences, Inc.] Landlord agrees that require prior to the use of Building risersLease Commencement Date, raceways, shafts and/or conduits, Tenant shall not be required to obtain Landlord's approval (but shall be subject required to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not obtain Relational Investors LLC's approval) prior to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion commencing construction of the Improvements shall be available for use by Tenantpursuant to the ▇▇▇▇▇▇▇▇▇ or Sublease, provided that the construction of the Improvements are performed in accordance with this Work Letter.

Improvement Allowance. Tenant shall be entitled to an Improvement a one-time improvement allowance (the “"Improvement Allowance”") in the amount set forth of $1,585,760.00 (based upon $40.00 per rentable square feet in Section 13 of the Summary Building) for the costs relating to the design, permitting initial design and construction of improvements, which, except as otherwise provided in Section 2.2.1, below, Tenant's improvements which are permanently affixed to the Premises Building (the “"Improvements”), provided that ") and the Improvements constructed by Tenant shall include (except to the extent such work is part of the Base Building) all temporary or permanent fire-life safety work and sprinkler system work required other Improvement Allowance Items described in order for Landlord to receive a CofO for the Base, Shell and Core and Tenant to receive a CofO for the PremisesSection 2.2 below. Tenant shall construct all of the Improvements on a concurrent basis throughout the entire Premises. Except with respect to the Core and Shell Work, in In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Improvement Allowance and “Landlord’s Drawing Contribution” (as that term is defined below). In the in no event that shall Tenant be entitled to any credit for any unused portion of the Improvement Allowance for any particular portion not used by Tenant within eighteen (18) months following the date of full execution and delivery of the Lease by Landlord and Tenant ("Allowance Deadline"), which may be extended due to Force Majeure on a day-for-day basis that Tenant or any party on behalf of Tenant is unable to access, use or work at the Premises due to a Force Majeure delay (“FM Extension”), and further subject to Section 2.4 below. No FM Extension shall be deemed to have occurred unless Tenant has given Landlord written notice that an event giving rise to an FM Extension is not fully utilized by Tenant about to occur or has occurred that will cause a delay in the completion of the Improvements and Landlord has failed to remedy the situation giving rise to a potential FM Extension within one (1) year following business day after Landlord's receipt of such notice, in which case the Lease Commencement Date, then number of days of delay after such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. Any Improvements that require the use of Building risers, raceways, shafts and/or conduits, notice shall be subject to Landlord’s and Landlord’s management company’s reasonable rules, regulations, and restrictions. In addition, Landlord shall contribute an amount not to exceed Nine Thousand Nine Hundred Seventy-Four and 85/100 Dollars ($9,974.85) (“Landlord’s Drawing Contribution”) toward the cost of a preliminary analysis and fit plan to be prepared by the “Architect” (as that term is defined below), and no portion of the Landlord’s Drawing Contribution, if any, remaining after completion of the Improvements shall be available for use by TenantFM Extension.