Common use of Landlord’s Allowance Clause in Contracts

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Leasebelow, as an inducement to Tenant to enter into this Third AmendmentLease, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii4.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Forty Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.5040.00) per rentable square foot of the Additional Premises)(the Premises (which totals Six Million Five Hundred Sixteen Thousand Two Hundred Forty Dollars ($6,516,240.00) based on 162,906 rsf for the Premises) (the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises (which totals One Million Six Hundred Twenty Nine Thousand Sixty Dollars ($1,629,060.00) based on 162,906 rsf for the Premises) of the Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby)this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i4.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period commencing on the date hereof and ending on December 31, 2012 (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date). Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the The Allowance Availability Period shall be extended for any period that Tenant’s construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (or, as defined provided in Paragraph 2.f4.h. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the , Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Delay. The Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will shall also be extended one day for each day beyond such thirty October 1, 2011, that Delivery has not been achieved for any reason other than a Tenant Delay of Pre-Delivery Work; except that in no event shall the Allowance Availability Period be extended under this sentence past the date that is six (306) day period that months following the date of actual Substantial Completion did not occur because of the Landlord DelayTenant Improvements. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. A. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. belowAlteration Operations Fee) an aggregate amount not to exceed Four Million Four One Hundred Seventy Six Forty-Three Thousand Ninety Seven and 50/100 Eighth Hundred Dollars ($4,476,097.50143,800.00) (which is Fifty Two and 50/100 Dollars (equals $52.50) 10.00 per rentable square foot of the Additional Premises)(the Premises (“Landlord’s Allowance”); provided, however however, that not more than Eight Hundred Fifty Two Fifty-Seven Thousand Five hundred Ninety Hundred Twenty Dollars ($852,590.00)(which is Ten Dollars 57,520.00) of Landlord’s Allowance (which equals $10.00) 4.00 per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable used towards the costs of space planning, architectural and engineering costs for the design of the Tenant ImprovementsInitial Alterations, and/or the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage, voice, data or other cabling. No Except as set forth in the preceding sentence, no portion of the Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage, voice, data or other cabling, signage or free rent. FurtherMonthly Rent, Tenant may only apply Landlord’s Allowance Additional Rent or other charges payable pursuant to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been metLease. Notwithstanding anything to the contrary in this Paragraph 2.e.i5.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for Initial Alterations performed by Tenant during the nine (9) month period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if Tenant fails to request any portion of the Landlord’s Allowance has not been utilized (Allowance, and Tenant has not submitted satisfy all conditions and requirements with respect to Landlord invoices evidencing such costs) disbursement thereof, prior to the last day expiration of the Allowance Availability Periodsuch nine (9) month period, such unused portion shall be forfeited by Tenant. Notwithstanding If the foregoing, (a) the Allowance Availability Period shall be extended for any period that cost of construction of the Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant Improvements shall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Initial Alterations, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Tenant and Landlord shall fund the cost of such work as the same is delayed due performed, in accordance with their respective Share of Costs for such work. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, which payments shall be made in installments as construction progresses in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Allowance directly to Force Majeure and (b) if and Tenant, unless Tenant is then in breach of or default under the Lease, in which case Landlord shall disburse Landlord’s Allowance directly to Contractor, and/or to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due applicable subcontractors, and/or to a Tenant, as Landlord Delay (as defined in Paragraph 2.f. below) for more than shall reasonably determine, within thirty (30) days beyond after Landlord’s receipt of (A) invoices of Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the scheduled completion date that would have occurred without the Landlord Delay site (as reasonably evidenced may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Tenant with supporting documentationContractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) then unconditional lien waivers executed by Contractor and the Allowance Availability Period persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the pro-rata work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 3262) from Tenant’s Contractor and all subcontractors and suppliers involved in the Initial Alterations. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to disburse any portion of Landlord’s Allowance during any period that applies Tenant is in breach of or in default under the Lease (but the foregoing shall not relieve Landlord from its obligation to make such disbursement after such breach or default is timely cured by Tenant). At the portion time Landlord makes any disbursement of Landlord’s Allowance, Landlord shall retain from Landlord’s Allowance, as a partial payment of the Additional Premises for which Alteration Operations Fee, a proportionate amount of the Landlord Delay applies will Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to be extended one day for withheld from each day beyond disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall, within thirty (30) day period that Substantial Completion did not occur because days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee theretofore due and not yet paid to Landlord. Within forty-five (45) days after completion of the Initial Alterations, Tenant shall furnish Landlord Delay. with invoices and other documentation reasonably required by Landlord to evidence the total cost of the Initial Alterations so that the final amount of the Alteration Operations Fee can be determined by Landlord and paid by Tenant acknowledges that within thirty (30) days after Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedwritten demand.

Landlord’s Allowance. Notwithstanding anything Upon Tenant’s written request given prior to August 31, 2006 and in the contrary manner set forth in Paragraph 9 of the Lease, as an inducement Landlord agrees to fund the costs incurred by Tenant in connection with modifications to enter into this Third Amendmentthe Premises to be made by Tenant (“Tenant Improvements”), Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six a maximum amount of Fifty Thousand Ninety Seven and 50/100 No/100 Dollars ($4,476,097.5050,000) subject to the provisions hereof and the Lease (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of . The Landlord’s Allowance may shall be applied paid to Tenant, or directly to Tenant’s reasonable space planninggeneral contractor, architectural within thirty (30) days after presentation by Tenant to Landlord of evidence reasonably satisfactory to Landlord of Tenant’s payment for such work (or evidence of completion of such work in the event of any such direct payment), when finished, including, without limitation, invoices (receipted if applicable) and engineering costs the like. To the extent that the cost of such work exceeds Landlord’s Allowance, Tenant shall be entirely responsible for such excess. Tenant agrees to use the design Landlord’s contractor, Xxxxxxxx Construction of New England Limited Partnership (“Xxxxxxxx”), as the general contractor in connection with such work. Xxxxxxxx shall competitively bid such work, including subcontractors recommended by Tenant, and the same shall be done on an open book basis with Tenant with a minimum of two (2) competitive bids for each trade/division of such work, to the extent feasible. Xxxxxxxx shall earn a fee of five percent (5%) of the total cost of the work, such cost of the work to include, without limitation, general conditions and special conditions. All such work shall be undertaken in accordance with the applicable terms and conditions of the Lease, including, without limitation, Section 9.4 thereof. Landlord shall not charge Tenant Improvementsfor any supervisory or administrative fee in connection with such work. No portion The final, actual amount of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply paid hereunder by Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in any, shall be amortized over the remainder of the PremisesOriginal Term (through September 30, 2010) on a straight line basis, plus interest at the rate of eight percent (8%) per annum, commencing from and after the date of disbursement of such amount. Further, If the Tenant shall not be entitled fail to receive (and deliver such written request to Landlord shall have no obligation by August 31, 2006, then the Landlord’s agreement to disburse) all or any portion of provide the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance set forth herein shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordinglyvoid, if any portion time remaining of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day essence of the Allowance Availability Period, such unused portion Lease. Such work shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than begin within thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 after August 31, 2006, and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedcompleted within sixty (60) days.

Landlord’s Allowance. Notwithstanding anything (1) As Landlord's contribution to the contrary work provided in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment1(a), Landlord shall contribute toward the cost provide Tenant with an allowance of the design, construction Two Hundred Seventeen Thousand Two Hundred Sixty and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 00/100 Dollars ($4,476,097.50217,260.00) (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied with respect to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rentFourth Floor Expansion Premises (hereinafter referred to as "Landlord's Fourth Floor Expansion Allowance"). Further, Tenant may only apply Landlord’s Allowance and Landlord acknowledge and agree that at Tenant's option (and subject to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. FurtherFourth Floor Expansion Plans), Tenant shall not have the right to utilize an exposed ceiling in any or all areas of the Fourth Floor Expansion Premises in lieu of ceiling grid and ceiling tile. Any such election by Tenant must be entitled noted on the Fourth Floor Expansion Plans. Landlord and Tenant agree that such an election by Tenant will result in savings to receive Landlord, and as such, Landlord agrees that it shall provide Tenant with an additional credit in an amount equal to the difference between (1) $6,100, and Landlord (2) the product obtained by multiplying the sum of $6,100 by a fraction, the numerator of which is the number of ceiling tiles that Tenant elects to install in the Fourth Floor Expansion Premises and the denominator of which is the number of ceiling tiles that may be installed in the ceiling grid as configured as of the date hereof (as denominated by Tenant on the Fourth Floor Expansion Plans) (the "Fourth Floor Base Building Credit Allowance"). The Fourth Floor Base Building Credit Allowance shall have no obligation be paid to disburse) Tenant in the same manner as the Landlord's Fourth Floor Expansion Allowance. In addition, in the event that Tenant elects to remove all or any portion of the Landlord’s Allowance if ceiling grid, Tenant shall pay Landlord an amount equal to the product obtained by multiplying the sum of $12,920 by a fraction, the numerator of which is in default under the Lease square footage of the ceiling grid that is removed, and the denominator of which is the total square footage of the ceiling grid actually installed as of this date (as amended hereby) at denominated by Tenant on the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended herebyFourth Floor Expansion Plans), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance which amount shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and paid by Tenant has not submitted to Landlord invoices evidencing such costs) prior to on or before the last day of the Allowance Availability Period, such unused portion shall be forfeited by TenantFourth Floor Expansion Effective Date. Notwithstanding the foregoingabove, Tenant may, at Tenant's discretion, use up to Fifty-Four Thousand Three Hundred Fifteen and 00/100 Dollars (a$54,315.00) the of Landlord's Fourth Floor Expansion Allowance Availability Period shall be extended for any period that costs related to design and construction of the Fourth Floor Expansion Tenant Improvements is delayed due to Force Majeure Improvements, Tenant's signage costs, moving expenses and (b) if and to the extent that the Substantial Completion installation of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended's furniture.

Landlord’s Allowance. Notwithstanding anything to the contrary At such time as Preliminary Plans that have been approved in Paragraph 9 of the Lease, as an inducement to writing by both Landlord and Tenant to enter into this Third Amendmenthave been prepared, Landlord shall contribute toward obtain a bid for the cost of the design, construction and or installation of the Tenant Improvements as shown thereon. Landlord shall promptly notify Tenant of the amount of such bid plus the amount required to pay for the Additional preparation of the Preliminary Plans and of architectural and engineering construction drawings for the Tenant Improvements (the "Estimated Work Cost"). If the Estimated Work Cost is less than or equal to $26.50 per square foot of the Rentable Area of the Premises (the "Landlord's Allowance"), then Landlord shall proceed in accordance with paragraph 5 below. Landlord's Allowance shall be applied to pay all costs associated with said construction including, without limitationbut not limited to, Tenant’s Contractor’s fee space planning and architectural fees. To the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven extent that the total construction costs equal less than Twenty One and 50/100 Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.5021.50) per rentable square foot of the Additional Premises)(the “Landlord’s Premises (the "Base Allowance”"), Tenant shall receive as a credit against Base Rent an amount equal to any unused portion of such Base Allowance; provided, however that not more than Eight Hundred Fifty Two Thousand however, should the actual costs exceed such Base Allowance, Landlord shall amortize an amount equal to the amount of such excess costs up to a maximum of Five hundred Ninety and 00/100 Dollars ($852,590.00)(which is Ten Dollars ($10.005.00) per rentable square foot of the Additional PremisesPremises (the "Amortized Amount") over the Term of the Lease and Tenant's Base Rent shall be increased to include the amount of such excess costs plus interest on such amount at the rate of eleven percent (11%) per annum. If the Estimated Work Cost is greater than the sum of Landlord’s 's Allowance and the Amortized Amount, then Tenant, at Tenant's option, may be applied elect to Tenant’s reasonable space planningeliminate one or more items shown on the Preliminary Plans so as to reduce the Estimated Work Cost. If Tenant does not so elect to eliminate one or more items shown on the Preliminary Plans, architectural and engineering costs or does so elect but the Estimated Work Cost after accounting for the design eliminated items is still greater than the sum of Landlord's Allowance and the Amortized Amount, then Tenant shall forthwith deposit with Landlord an amount (the "Construction Deposit") equal to one-half of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, difference between (a) the sum of Landlord's Allowance Availability Period shall be extended for any period that construction of and the Tenant Improvements is delayed due to Force Majeure Amortized Amount and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay Estimated Work Cost (as defined the same may have been revised), whereupon Landlord shall proceed in Paragraph 2.f. accordance with paragraph 5 below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the designxxx xesign, construction and installation of the Tenant Improvements for the Additional Premises Initial Alterations (including, without limitation, Tenant’s Contractor’s 's fee and the Construction Management Alteration Operations Fee provided for in Paragraph 2.e.iii. 9 below) an aggregate amount ("Landlord's Allowance") as follows: (I) with respect to the Initial Alterations in the Office Premises, an aggregate amount not to exceed Four One Million Four Nine Hundred Seventy Six Nineteen Thousand Ninety Seven and 50/100 One Hundred Dollars ($4,476,097.501,919,100.00) (which is Fifty Two and 50/100 Dollars (equals $52.50) 30.00 per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”Office Premises); providedprovided however, however that a portion of Landlord's Allowance, not more than to exceed, in the aggregate, Two Hundred Twenty-Three Thousand Eight Hundred Fifty Two Thousand Ninety-Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars 223,895.00) (which equals $10.00) 3.50 per rentable square foot of the Additional Office Premises) of Landlord’s Allowance ), may be applied to Tenant’s reasonable 's space planning, architectural architectural, engineering and engineering other consultants' costs for the design of the Tenant Improvements. No Initial Alterations in the Office Premises; and provided, further, however, that a portion of Landlord's Allowance, not to exceed, in the Landlord’s Allowance aggregate, Six Hundred Thirty-Nine Thousand Seven Hundred Dollars ($639,700.00) (which equals $10.00 per rentable square foot of the Office Premises), may be applied to the cost Tenant's costs of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), voice, data or other cabling, signage or free rent. Furtherand signage, Tenant may only apply Landlord’s Allowance all to portions the extent located within the Office Premises, and expenses of moving into the Office Premises; and (ii) with respect to the Initial Alterations in the Retail Premises, an aggregate amount not to exceed Sixty-One Thousand Eight Hundred Eighty Dollars ($61,880.00) (which equals $20.00 per rentable square foot of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Retail Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement); provided, however, that if Landlord did a portion of Landlord's Allowance, not make a disbursement because Tenant was then to exceed, in default under the Lease aggregate, Six Thousand One Hundred Eighty-Eight Dollars (as amended hereby$6,188.00) (which equals $2.00 per rentable square foot of the Retail Premises), Landlord shall make the disbursement at such time as the default is curedmay be applied to Tenant's space planning, provided that all architectural, engineering and other conditions consultants' costs for the disbursement hereunder have been metdesign of the Initial Alterations in the Retail Premises; and provided, further, however, no portion of Landlord's Allowance with respect to the Retail Premises may be applied to Tenant's costs of personal property, equipment, trade fixtures, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors) signage, or moving expenses with respect to the Retail Premises or the Monthly Rent, Additional Rent or other charges payable pursuant to this Lease. Notwithstanding anything to the contrary in this Paragraph 2.e.i4.b., Landlord’s 's Allowance shall be available for disbursement pursuant to the xx xxx terms hereof only for the period first eighteen (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (1518) months following after the Final Additional Office Premises Rent Commencement Date. Accordingly, if any portion of the Landlord’s 's Allowance has is not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of date that is eighteen (18) months from the Allowance Availability PeriodOffice Premises Rent Commencement Date, such unused portion shall be forfeited by Tenant. Notwithstanding If the foregoingcost of construction of the Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord's Allowance, then Tenant shall pay all such excess (the "Excess Cost"). Based on the estimated cost (the "Estimated Costs") of the construction of the Initial Alterations, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be reasonably determined and an appropriate percentage share established for each (a "Share of Costs"). Tenant and Landlord shall fund the cost of such work as the same is performed, in accordance with their respective Share of Costs for such work. At such time as Landlord's Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, which payments shall be made in installments as construction progresses in the same manner as Tenant's payments of Tenant's Share of Costs were paid. Landlord shall disxxxxx the Landlord's Allowance directly to Contractor, and/or to the applicable subcontractors, and/or to Tenant, as Tenant shall request, within thirty (30) days after Landlord's receipt of (A) invoices of Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the site (as may be applicable) describing in reasonable detail such work, construction and/or materials, (aB) conditional lien waivers executed by Contractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons and entities performing the work or supplying the materials covered by Landlord's previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord's receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 3262) from Tenant's Contractor and all subcontractors and suppliers involved in the Initial Alterations. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to disburse any portion of Landlord's Allowance Availability Period shall be extended for (i) during any period that construction Tenant is in breach of or in default under this Lease, provided that Landlord shall give Tenant notice that Landlord is withholding such disbursement by reason of such breach or default (but the foregoing shall not relieve Landlord from its obligation to make such disbursement promptly after such breach or default shall be cured within any applicable cure period under this Lease), or (ii) for any Initial Alterations (or other permitted associated costs) in space Tenant intends to sublease prior to Tenant's initial occupancy of such space for the conduct of Tenant's business. At the time Landlord makes any disbursement of Landlord's Allowance, Landlord shall retain from Landlord's Allowance, as a partial payment of the Tenant Improvements is delayed due Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to Force Majeure and (b) if and be withheld from each disbursement in order to the extent ensure that the Substantial Completion entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord's Allowance has been entirely disbursed, Tenant shall, within thirty (30) days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee theretofore due and not yet paid to Landlord. Upon completion of the Initial Alterations, Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the total cost of the Initial Alterations, so that the final amount of the Alteration Operations Fee may be calculated, and Tenant shall, within thirty (30) days of written demand, pay to Landlord the remainder, if any, of the Initial Alteration Operations Fee not yet paid to Landlord. If Landlord fails to timely disburse any portion of Landlord's Allowance as required under this Paragraph 4, and such failure continues for ten (10) days after Landlord's receipt of Tenant's written notice thereof describing in reasonable detail the amounts Tenant Improvements is delayed due claims were not so disbursed and the party entitled to a Landlord Delay such disbursement, then interest shall accrue on the overdue amount at the Interest Rate (as defined in Paragraph 2.f5.c. below), from the expiration of such ten (1O) for more than day period until the date such disbursement is made by Landlord, and such interest shall be payable to Tenant within thirty (30) days beyond after Tenant's demand. Notwithstanding the scheduled completion date that would have occurred without provisions of Paraxxxxx 9a below, the Alteration Operations Fee payable to Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies respect to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance Initial Alterations shall be adjusted on a proSixty Seven Thousand Sixty-rata Four Dollars ($67,064.00) (which equals $1.00 per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedPremises).

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises Refurbishment Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Alteration Operations Fee provided for in Paragraph 2.e.iii9.a. belowof the Lease) an aggregate amount not to exceed Four Two Million Four Five Hundred Seventy Sixty Eight Thousand Six Thousand Ninety Seven and 50/100 Hundred Eighty Five Dollars ($4,476,097.502,568,685.00) (which is Fifty Two and 50/100 Dollars ($52.50) 35.00 per rentable square foot of the Additional Premises)(the Premises) (“Landlord’s Allowance”); provided, however provided that not more than Eight Two Hundred Fifty Two Ninety Three Thousand Five hundred Ninety Hundred Sixty Four Dollars ($852,590.00)(which 293,564.00) (which is Ten Dollars ($10.00) 4.00 per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable design, space planning, consultants and architectural and engineering costs, including costs for of preparing the design of the Tenant Improvementsconstruction drawings. No portion of the Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, cablingregardless of the method of attachment to walls and/or floors), signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i2.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period first twenty-six (26) months after the date of this Amendment (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date). Accordingly, if any portion of the Landlord’s Allowance has is not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day expiration of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding anything to the foregoingcontrary in Paragraph 9.a. of the Lease, (a) the Allowance Availability Period Alteration Operations Fee shall be extended full compensation to Landlord for any period that access to the Premises for construction purposes, freight elevator use during normal freight elevator hours and electricity for construction, and no additional charges shall be imposed for such purposes. If the cost of construction of the Refurbishment Alterations (including the Alteration Operations Fee) is expected to exceed Landlord’s Allowance (based on Tenant’s estimated Budget for the Refurbishment Alterations), then Tenant Improvements is delayed due to Force Majeure and shall pay all such excess (bthe “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) if and to the extent that the Substantial Completion of any portion of the construction of the Refurbishment Alterations, the prorata share of the Estimated Costs payable by Landlord and Tenant Improvements is delayed due shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Each disbursement of Landlord’s Allowance under the immediately following grammatical paragraph shall be limited to a Landlord’s respective Share of Costs for the work covered by the disbursement request. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord Delay (as defined in Paragraph 2.f. below) for more shall disburse the Landlord’s Allowance directly to Tenant, with each disbursement to be made no later than thirty (30) days beyond after Landlord’s receipt from Tenant of (A) invoices of Tenant’s Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the scheduled completion date that would have occurred without the Landlord Delay site (as reasonably may be applicable) describing in reasonable detail such work, construction and/or materials for which the requested disbursement applies, (B) a certificate from Tenant’s architect certifying that the work evidenced by Tenant such invoices has been performed in accordance with supporting documentationthe plans previously approved in writing by Landlord, (C) then conditional lien waivers executed by Tenant’s Contractor, subcontractors or suppliers, as applicable, for their portion of the Allowance Availability Period work covered by the requested disbursement, and (D) unconditional lien waivers executed by Tenant’s Contractor and the persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the pro-rata work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by applicable law). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by applicable law) from Tenant’s Contractor and all subcontractors and suppliers involved in the Refurbishment Alterations. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to disburse any portion of Landlord’s Allowance (i) during any period that applies Tenant is in breach of or in default under this Amendment or the Lease as amended hereby, or (ii) for any Refurbishment Alterations (or other permitted associated costs) in space Tenant intends to sublease. At the portion time Landlord makes any disbursement of Landlord’s Allowance, Landlord shall retain from Landlord’s Allowance, as a partial payment of the Additional Premises for which Alteration Operations Fee, a proportionate amount of the Landlord Delay applies will Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to be extended one day for withheld from each day beyond disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall, within thirty (30) day period that Substantial Completion did not occur because days of written demand, pay to Landlord the remainder, if any, of the Landlord DelayAlteration Operations Fee theretofore due and not yet paid to Landlord. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion Upon completion of the Additional Premises unimprovedRefurbishment Alterations, then Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration total cost of the Allowance Availability PeriodRefurbishment Alterations, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include so that the rentable area final amount of the space so improvedAlteration Operations Fee may be calculated, but and Tenant shall, within thirty (30) days of written demand, pay to Landlord the Allowance Availability Period shall remainder, if any, of the Refurbishment Alteration Operations Fee not be extendedyet paid to Landlord.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises Initial Alterations (including, without limitation, Tenant’s Contractor’s 's fee and and, if Tenant does not select Xxxxxx-Xxxxxxxxxxx, X.X. or such other contractor designated by Landlord ("Landlord's Contractor") as Contractor, the Construction Management Alteration Operations Fee provided for in Paragraph 2.e.iii. below9) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Five Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.505.00) per rentable square foot of the Additional Premises)(the “Premises ("Landlord’s 's Allowance”"); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s 's Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, cablingregardless of the method of attachment to walls and/or floors), signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be subletTenant's design, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Furtherplanning, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all architectural or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all engineering or other conditions for the disbursement hereunder have been metconsultants' costs. Notwithstanding anything to the contrary in this Paragraph 2.e.i4.b., Landlord’s 's Allowance shall be available for disbursement pursuant to the terms hereof only for the period first twelve (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (1512) months following after the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s 's Allowance has is not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of date that is twelve (12) months from the Allowance Availability PeriodCommencement Date, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoingLandlord shall disburse Landlord's Allowance directly to Contractor, (a) the Allowance Availability Period or subcontractors, or to Tenant as Landlord and Tenant may agree, in monthly installments. Each disbursement shall be extended for any period that conditioned upon Landlord's receipt of invoices to be furnished by Tenant covering work actually performed, construction of the Tenant Improvements is delayed due to Force Majeure in place and (b) if and materials delivered to the site (as may be applicable). To the extent that permitted by law, Landlord may withhold the Substantial Completion amount of any portion and all retention percentages provided for in original contracts or subcontracts until the earlier of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. belowi) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Periodapplicable lien period or (ii) Landlord's receipt of a waiver of lien rights from the general contractor, subsequently elects subcontractors or suppliers whose invoices are applicable to improve any the respective disbursement for, and/or on account of, the work or materials covered by such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include invoice. In the rentable area event the cost of the space so improvedInitial Alterations exceeds Landlord's Allowance set forth above, but Tenant shall pay all such excess costs (the "Excess Cost") directly to Contractor or the subcontractors or suppliers involved and shall furnish to Landlord copies of receipted invoices therefor and such waivers of lien rights as Landlord may reasonably require. If the Alteration Operations Fee is applicable, then, at the time Landlord makes any disbursement of Landlord's Allowance, Landlord shall retain from Landlord's Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord's Allowance Availability Period has been entirely disbursed, Tenant shall, within fifteen (15) days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee not yet paid to Landlord. In addition to Landlord's Allowance, Landlord shall not be extendedpay for the entire cost of the Landlord's Work described in Paragraph 4.c. below.

Landlord’s Allowance. Notwithstanding anything As Landlord's contribution to the contrary work provided in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment1(a), Landlord shall contribute toward the cost provide Tenant with an allowance of the design, construction and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Two Hundred Eight Thousand Four Hundred Seventy Six Thousand Ninety Seven Fifty-Two and 50/100 00/100 Dollars ($4,476,097.50208,452.00) (which is Fifty Two and 50/100 Dollars ($52.50"Landlord's Allowance") per rentable square foot of with respect to the Additional Premises)(the “Landlord’s Allowance”); providedInitial Premises. Notwithstanding the above, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) Tenant may, at Tenant's discretion, use all or any portion of Landlord’s 's Allowance may be applied for costs related to Tenant’s reasonable space planning, architectural design and engineering costs for the design construction of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixturesTenant's signage costs, moving expensesexpenses and installation of Tenant's furniture; provided, furniturehowever, cabling, signage or free rent. Furtherthat as a condition to Tenant's right to use Landlord's Allowance for such purposes, Tenant may only apply Landlord’s Allowance shall be required to improve and finish all portions of the Additional Initial Premises which are then to at least the subject following minimum standards: (i) a fully completed ceiling with lights connected and switched and ceiling tiles installed; (ii) the base building heating, ventilating and air conditioning system installed, including interior duct work, supply grills, and interior zone controls; (iii) sprinkler heads installed or relocated in accordance with applicable codes; (iv) a fully operational and certified life safety system installed; (v) finished floors; (vi) all drywall surfaces fully skimmed, sanded, painted and finished; (vii) standard electrical distribution outlets for convenience power installed and connected; and (viii) a certificate of a sublease, or are intended occupancy from the appropriate governmental authority shall be issued for such space. Landlord represents and warrants to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish that implementation of the Plans will (i) exceed the minimum standards set forth in the immediately preceding sentence, and (ii) result in the completion of all improvements called for in the pricing drawings approved by Landlord and Tenant. [THE FOLLOWING PARAGRAPH APPLIES ONLY TO CONSTRUCTION OF TENANT IMPROVEMENTS IN THE INITIAL PREMISES, AND NOT OTHERWISE] In addition to the Landlord's Allowance described above, Landlord agrees to provide Tenant with an additional allowance with respect to construction of Tenant Improvements in the Initial Premises up to the amount of Forty-Nine Thousand Five Hundred Twenty-Two and 26/100 Dollars ($49,522.26), which allowance is hereinafter referred to as the "Additional Allowance." Tenant shall pay interest on the Additional Allowance in advance for the twelve month period beginning on the Commencement Date at a rate of fifteen percent (15%) per annum in the amount of up to Seven Thousand Four Hundred Twenty-Eight and 34/100 Dollars ($7,428.34), as follows: (i) the sum of Six Thousand Eight Hundred Four and 83/100 Dollars ($6,804.83) shall be paid by Tenant to Landlord upon the full execution and delivery of this Lease, and (ii) the balance of interest on the Additional Allowance due to Landlord for the twelve month period beginning on the Commencement Date, up to a maximum Six Hundred Twenty-Three and 51/100 dollars ($623.51), shall be paid by Tenant to Landlord upon demand. Upon the first anniversary of the Commencement Date, Tenant shall elect either to (1) repay to Landlord the full amount of the Additional Allowance, or (2) amortize the Additional Allowance on a straight-line basis with interest at the rate of fifteen percent (15%) per annum over the remainder of the PremisesLease Term. FurtherIn such event, Tenant shall not be entitled may prepay to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Additional Allowance if at any time and from time to time. Any such payments made by Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date additional rent and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordinglyshall, if any portion at Landlord's option, be paid as and when Tenant's installments of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedBase Rent become due.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, The Initial Improvements (as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and well as installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractorown trade fixtures, equipment and furniture) are to be constructed at Tenant’s fee and expense. Landlord has agreed to provide Tenant with an improvement allowance of up to $1,761,200.00 (the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot to be applied toward the cost of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Initial Improvements. No portion Up to $125,800.00 of the Landlord’s Allowance may be applied used by Tenant for moving, cabling costs, and furniture costs related to the New Premises. Tenant may submit requests for disbursements of the Landlord’s Allowance not more than monthly. To draw on the Landlord’s Allowance, Tenant must submit to Landlord a written notice requesting disbursement, together with (i) invoices for all costs included in the request for disbursement, (ii) proof that such costs have been paid, including appropriate lien waivers in a form acceptable to Landlord, and (iii) such other documentation as Landlord may reasonably request. Landlord shall make disbursements for the requested portion of the Landlord’s Allowance within sixty (60) days following Landlord’s receipt of a proper request for disbursement and Landlord may make such disbursements to Tenant or pay directly to Tenant’s contractors, as agreed to by Landlord and Tenant. Tenant will be responsible for paying the excess of the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply the Initial Improvements over the Landlord’s Allowance to portions Allowance. In the event the actual cost of the Additional Premises which are then Initial Improvements is less than the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. FurtherLandlord’s Allowance, Tenant shall not be entitled to receive (any additional Initial Improvements or a rebate or credit against Rent, and Landlord shall have no obligation to disburse) all or any the unused portion of the Landlord’s Allowance if Tenant is in default under shall remain the Lease property of Landlord except for up to up to $125,800.00. If the Initial Improvements to be constructed with the Landlord’s Allowance have not commenced as of twelve (as amended hereby12) at months from the time Tenant requests such disbursement; providedExtension Commencement Date, howeverLandlord’s obligation to provide sums to construct the Initial Improvements shall terminate, that if Landlord did not make a disbursement because Tenant was then in default under and the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance shall be available for expire. No disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if of any portion part of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to by Landlord invoices evidencing such costs) prior to the last day will constitute acceptance of any condition of the Allowance Availability PeriodInitial Improvements, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion an approval of any portion action taken or omission of Tenant or its contractors, subcontractors and material suppliers, or waive any other rights or claims that Landlord might have at law or in equity. In the Tenant Improvements is delayed due to a event that Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion does not make disbursement of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, within sixty (60) days following Landlord’s Allowance will be re-adjusted receipt of a proper request for disbursement, Tenant shall provide a second, written notice to reflect and include Landlord requesting payment within ten (10) business days following Landlord’s receipt of such notice. If Landlord fails to make payment following such ten (10) business day period, Tenant may offset the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedrequested disbursement amount against Rent.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. belowAlteration Operations Fee) an aggregate amount not to exceed Four One Million Four Two Hundred Seventy Six Ninety-Two Thousand Ninety Seven and 50/100 Hundred Thirty Dollars ($4,476,097.501,292,730.00) (which is Fifty Two and 50/100 Dollars (equals $52.50) 30.00 per rentable square foot of the Additional Premises)(the Premises (“Landlord’s Allowance”); provided, however however, that not more than Eight Two Hundred Fifty Two Fifteen Thousand Four Hundred Fifty-Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars 215,455.00) of Landlord’s Allowance (which equals $10.00) 5.00 per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable used towards the costs of space planning, architectural and engineering costs for the design of the Initial Alterations, and for costs of voice, data or other cabling; and provided, further, however, that although Tenant Improvementsshall have no obligation to utilized Landlord’s Allowance evenly throughout the entire Premises, the portion of Landlord’s Allowance utilized towards the hard construction costs of the Initial Alterations on the 25th floor of the Building shall be equal to at least Twenty Dollars ($20.00) per rentable square foot of such floor, the portion of Landlord’s Allowance utilized towards the hard construction costs of the Initial Alterations on the 27th floor of the Building shall be equal to at least Twenty Dollars ($20.00) per rentable square foot of such floor, and the hard construction costs of the Initial Alterations on the 26th floor of the Building shall be equal to at least Ten Dollars ($10.00) per rentable square foot of such floor. No portion of the Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to walls and/or floors), signage, voice, data or other cabling, signage or free rent. FurtherMonthly Rent, Tenant may only apply Landlord’s Allowance Additional Rent or other charges payable pursuant to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been metLease. Notwithstanding anything to the contrary in this Paragraph 2.e.i6.b., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for Initial Alterations performed by Tenant during the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on from the date that is fifteen (15) months following of this Amendment through March 31, 2017 and for soft costs incurred by Tenant during the Final Additional Premises Commencement Dateperiod from November 1, 2014 through March 31, 2017. Accordingly, if Tenant fails to request any portion of the Landlord’s Allowance has not been utilized (Allowance, and Tenant has not submitted satisfy all conditions and requirements with respect to Landlord invoices evidencing such costs) disbursement thereof, prior to the last day of the Allowance Availability PeriodMarch 31, 2017, such unused portion shall be forfeited by Tenant. Notwithstanding If the foregoing, (a) the Allowance Availability Period shall be extended for any period that cost of construction of the Initial Alterations (including the Alteration Operations Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant Improvements shall pay all such excess (the “Excess Cost”). Based on the estimated cost (the “Estimated Costs”) of the construction of the Initial Alterations, as reasonably agreed by Landlord and Tenant, the prorata share of the Estimated Costs payable by Landlord and Tenant shall be determined and an appropriate percentage share established for each (a “Share of Costs”). Tenant and Landlord shall fund the cost of such work as the same is delayed due performed, in accordance with their respective Share of Costs for such work. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall pay the remaining Excess Cost, if any, which payments shall be made in installments as construction progresses in the same manner as Tenant’s payments of Tenant’s Share of Costs were paid. Landlord shall disburse the Landlord’s Allowance directly to Force Majeure and (b) if and Tenant, unless Tenant is then in breach of or default under the Lease, in which case Landlord shall disburse Landlord’s Allowance directly to Contractor, and/or to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due applicable subcontractors, and/or to a Tenant, as Landlord Delay (as defined in Paragraph 2.f. below) for more than shall reasonably determine, within thirty (30) days beyond after Landlord’s receipt of (A) invoices of Contractor furnished to Landlord by Tenant covering work actually performed, construction in place and materials delivered to the scheduled completion date that would have occurred without the Landlord Delay site (as reasonably evidenced may be applicable) describing in reasonable detail such work, construction and/or materials, (B) conditional lien waivers executed by Tenant with supporting documentationContractor, subcontractors or suppliers, as applicable, for their portion of the work covered by the requested disbursement, and (C) then unconditional lien waivers executed by Contractor and the Allowance Availability Period persons and entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the pro-rata work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Sections 8132 and 8134). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until expiration of the applicable lien periods or Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 8138) from Tenant’s Contractor and all subcontractors and suppliers involved in the Initial Alterations. Notwithstanding anything to the contrary contained herein, in no event shall Landlord be obligated to disburse any portion of Landlord’s Allowance (i) during any period that applies Tenant is in breach of or in default under the Lease (but the foregoing shall not relieve Landlord from its obligation to make such disbursement after such breach or default is timely cured by Tenant), or (ii) prior to January 1, 2015. At the portion time Landlord makes any disbursement of Landlord’s Allowance, Landlord shall retain from Landlord’s Allowance, as a partial payment of the Additional Premises for which Alteration Operations Fee, a proportionate amount of the Landlord Delay applies will Alteration Operations Fee based upon Landlord’s reasonable estimation of the amount required to be extended one day for withheld from each day beyond disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord’s Allowance has been entirely disbursed, Tenant shall, within thirty (30) day period that Substantial Completion did not occur because days of written demand, pay to Landlord the remainder, if any, of the Landlord DelayAlteration Operations Fee theretofore due and not yet paid to Landlord. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion Within forty-five (45) days after completion of the Additional Premises unimprovedInitial Alterations, then Tenant shall furnish Landlord with invoices and other documentation reasonably required by Landlord to evidence the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration total cost of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedInitial Alterations.

Landlord’s Allowance. Notwithstanding anything As Landlord's contribution to the contrary work provided in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment1(a), Landlord shall contribute toward the cost provide Tenant with an allowance of the design, construction Two Hundred Seventeen Thousand Two Hundred Sixty and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 00/100 Dollars ($4,476,097.50217,260.00) (which is Fifty Two and 50/100 Dollars ($52.50"Landlord's Allowance") per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied with respect to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rentFifth Floor Expansion Premises. FurtherNotwithstanding the above, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a subleasemay, or are intended to be subletat Tenant's discretion, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) use all or any portion of Landlord's Allowance for costs related to design and construction of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursementImprovements, Tenant's signage costs, moving expenses and installation of Tenant's furniture; provided, however, that if Landlord did not make as a disbursement because condition to Tenant's right to use Landlord's Allowance for such purposes, Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance shall be available for disbursement pursuant required to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date improve and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion finish all portions of the Landlord’s Allowance has not been utilized Fifth Floor Expansion Premises to at least the following minimum standards: (i) a fully completed ceiling with lights connected and switched and ceiling tiles installed; (ii) the base building heating, ventilating and air conditioning system installed, including interior duct work, supply grills, and interior zone controls; (iii) sprinkler heads installed or relocated in accordance with applicable codes; (iv) a fully operational and certified life safety system installed; (v) finished floors; (vi) all drywall surfaces fully skimmed, sanded, painted and finished; (vii) standard electrical distribution outlets for convenience power installed and connected; and (viii) a certificate of occupancy from the appropriate governmental authority shall be issued for such space. Landlord represents and warrants to Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day that implementation of the Allowance Availability PeriodPlans will (i) exceed the minimum standards set forth in the immediately preceding sentence, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (bii) if result in the completion of all improvements called for in the pricing drawings approved by Landlord and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything Landlord agrees to pay Tenant the contrary in Paragraph 9 of the Lease, as an inducement “Allowance,” to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipmentdesigning and performing Tenant’s Work, trade fixturesequal to the lesser of (a) Tenant’s Costs, moving expensesor (b) the Maximum Allowance Amount (which may be prorated in accordance with Paragraph 1(j) of this Work Letter). As used below, furniture“Landlord’s Percentage” means that percentage obtained by dividing the Maximum Allowance Amount (which may be prorated in accordance with Paragraph 1(j) of the Work Letter) by the then-current estimate of the total Tenant’s Costs (based on Tenant’s contracts with Tenant’s Architect, cablingTenant’s Engineers and Contractor); provided that Landlord’s Percentage will never exceed 100%. Landlord will pay the amount of the Allowance to Tenant in progress payments no more than on a monthly basis upon the completion of Tenant’s Work in each Building. Such progress payments will be made not later than 30 days after receipt by Landlord from Tenant of copies of Tenant’s invoices from Contractor (and, signage where applicable, copies of Contractor’s invoices from its subcontractors or free rentsuppliers) together with a certificate from Tenant’s Architect (or other evidence satisfactory to Landlord) indicating that the work to which such invoices relate has been substantially completed and/or the materials to which such invoices relate have been installed in, or delivered to, the Premises, and such work is for the completion of Tenant’s Work in the applicable Building. FurtherSuch progress payments will be made payable to Tenant or Contractor, and will be for Landlord’s Percentage of the amount of the submitted invoices, less a 10% retainage. As a condition precedent to Landlord delivering the first such progress payment, Tenant may only apply will deliver to Landlord original conditional lien waivers for the work completed or materials supplied as of the date of such lien waiver. As a condition precedent to Landlord’s Allowance issuing any such progress payment subsequent to portions the first such progress payment, Tenant will deliver to Landlord both original lien waivers from Contractor and any applicable subcontractor or supplier indicating that claims for mechanics’ or materialmen’s liens with respect to the labor and materials reflected in the invoices submitted for the immediately preceding progress payment have been unconditionally waived and original conditional lien waivers for the work completed or materials supplied as of the Additional Premises which are then date of each such lien waiver subsequent to such preceding progress payment. A further condition precedent to Landlord’s issuing the subject last such payment for the amount of a subleasethe retainage will be that Landlord has received from Tenant (either prior to or simultaneously with the issuance of such final payment) the following: (i) written notice from Contractor and Tenant’s Architect (or other evidence satisfactory to Landlord) that Tenant’s Work has been completed (including completion of any punch list items); (ii) final and unconditional original lien waivers from Contractor and all subcontractors, suppliers, materialmen and other parties who performed labor at, or are intended to be subletsupplied materials to, if the Tenant Improvements Premises in such space are consistent connection with the general design Tenant’s Work; and finish (iii) a copy of the Tenant Improvements certificate of occupancy for the Premises issued by the appropriate governmental authorities. Landlord will have no obligation to make any such progress payment at any time that a Default exists under the Lease and the total of all such progress payments will in no event exceed the remainder amount of the PremisesAllowance. FurtherLandlord will have no obligation to disburse any portion of the Allowance, including any retainage, after the date that is one year following the Start Date. Tenant shall will not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of credit if the LandlordMaximum Allowance Amount exceeds Tenant’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.iCost., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extended.

Landlord’s Allowance. Notwithstanding anything a) Tenant shall bear all costs of construction of the Improvements in excess of the Allowance, and shall deposit such excess costs with Landlord pursuant to the contrary provisions of Subsection 2 (d) hereinbelow. In addition, Tenant shall be responsible for payment of any and all of Landlord’s actual and reasonable out of pocket costs incurred in Paragraph 9 reviewing Tenant’s plans for any Change Order or for any other “peer review” work associated with Landlord’s review of Tenant’s plans for any Change Order, including, without limitation, Landlord’s out of pocket costs incurred in engaging any third party engineers (including engineers engaged to review specifications for any supplementary HVAC units), contractors, consultants or design specialists, with the understanding that such payment can be charged against the Allowance or reimbursed separately by Tenant if and to the extent the Allowance has not been fully paid. If reimbursed separately, Tenant shall pay such costs to Landlord within ten (10) business days after Landlord’s delivery to Tenant of a copy of the invoice(s) for such work. Landlord shall have no obligation whatsoever to commence construction of the Improvements until such time as Tenant has deposited the excess costs of construction, and Tenant’s failure to make such deposit timely, as required, shall be assessed against Tenant as a Tenant Delay (as hereinafter defined), pursuant to the provisions contained in this subsection 2 a). As used in this Lease, as an inducement to “Tenant to enter into this Third Amendment, Landlord Delay” shall contribute toward mean any delay in the cost construction of the designImprovements caused by any act, omission, delay or material default by Tenant or any Tenant Party (as hereinafter defined), including, without limitation, the failure of Tenant or Tenant Party to comply with any construction and installation of the Tenant Improvements for the Additional Premises schedule or other provision expressly set forth in this Lease (including, without limitation, Tenant’s Contractor’s fee Exhibit B) requiring Tenant or any Tenant Party to respond to, review, authorize or approve any matter, or perform an obligation related to the design and the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot construction of the Additional Premises)(the “Landlord’s Allowance”); providedImprovements within a specified time period, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No portion of the Landlord’s Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because no Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance Delay shall be available for disbursement pursuant deemed to the terms hereof only for the period have occurred unless and until Landlord has provided a written notice to Tenant that is factually correct in all material respects (the “Allowance Availability PeriodTenant Delay Notice”), specifying the action or inaction which Landlord contends constitutes the Tenant Delay. If such action or inaction is not cured by Tenant within two (2) commencing on business days after Tenant’s receipt of such Tenant Delay Notice, then the Third Amendment Effective Date and ending on Tenant Delay shall be deemed to have occurred as of the date that the Tenant Delay Notice is fifteen delivered to Landlord. A Tenant Delay shall also be assessed in the event any component EXHIBIT B IMPROVEMENT CONSTRUCTION AGREEMENT (15continued) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s Allowance Improvements or any Change Order requires materials that are not locally available, or is not customary for a normal office build out and, as a result, the same requires a longer lead time for ordering materials or a longer construction period. If a Tenant Delay has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to occurred, then the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay Commencement Date (as defined in Paragraph 2.f. belowthe Lease) for more than thirty shall be the earlier of (30i) days beyond November 1, 2006, or (ii) the scheduled completion date that substantial completion of the Improvements would have occurred without but for such Tenant Delay. As used in this Lease a “Tenant Party” shall mean Tenant, any employee of Tenant, or any agent, authorized representative or construction manager engaged by Tenant. To the extent the Improvements are consistent with typical general office improvements and completion of same results in required renovations or revisions to any Common Area of the Building and provided no variance from such requirement can be obtained, Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of shall perform such renovations or revisions at Landlord’s Allowance that applies sole cost. To the extent the Improvements are inconsistent with typical general office improvements and completion of same results in required renovations or revisions to the portion any Common Area of the Additional Premises for Building and provided no variance from such requirement can be obtained, Landlord shall perform such renovations or revisions at Tenant’s sole cost (which cost, if any, may be charged against the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedAllowance).

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises Initial Alterations (including, without limitation, Tenant’s Contractor’s 's fee and and, if Tenant does not select Turner-Shorenstein, L.P. ("TSLP") as Contractor, the Construction Management Fee provided for in Alteration Operaxxxxx Xxx xxxxxxxx xxx xn Paragraph 2.e.iii. below9) an amount not to exceed Four Two Million Four Six Hundred Seventy Sixty-Five Thousand Six Thousand Ninety Seven and 50/100 Hundred Fourteen Dollars ($4,476,097.502,665,614.00) (which is Fifty Two and 50/100 Dollars (equals $52.50) 42.00 per rentable square foot of the Additional Premises)(the “Premises) ("Landlord’s 's Allowance”"); provided, however that not more than Two Hundred Fifty-Three Thousand Eight Hundred Fifty Two Thousand Five hundred Ninety Sixty-Eight Dollars ($852,590.00)(which is Ten Dollars 253,868.00) (which equals $10.00) 4.00 per rentable square foot of the Additional Premises) of Landlord’s 's Allowance may be applied to Tenant’s 's reasonable space planning, architectural and engineering costs for the design of the Tenant ImprovementsInitial Alterations. No portion of the Landlord’s 's Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, cablingregardless of the method of attachment to walls and/or floors), signage or or, except as provided below, free rent. Further, Tenant may only apply Landlord’s Allowance to portions In the event that after completion of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design Initial Alterations and finish payment of the Tenant Improvements total cost thereof (including the Alteration Operations Fee due pursuant to Paragraph 9.a. below in connection therewith), the remainder entire amount of Landlord's Allowance has not been utilized, the remaining portion of Landlord's Allowance, but not to exceed Six Hundred Thirty-Four Thousand Six Hundred Seventy Dollars ($634,670.00) (which equals $10.00 per rentable square foot of the Premises), may be applied against the Monthly Rent first due from Tenant pursuant to this Lease. Further, Tenant shall not acknowledges that Landlord's Allowance is to be entitled applied to receive the Initial Alterations (and the associated costs described above) covering the entire Premises (i.e. all of Parcel A and Parcel B). If Tenant does not improve the entire Premises, then, without limitation of any other rights or remedies of Landlord hereunder, Landlord's Contribution shall have no obligation be adjusted on a prorata per rentable square foot basis to disburse) all or any portion reflect the number of rentable square feet actually being improved. For purposes of the Landlord’s Allowance preceding sentence, space shall be conclusively deemed "improved" if Tenant it has finished ceilings, floors and walls, with Building systems furnished thereto (e.g. lighting, HVAC, sprinklers and other fire and life safety equipment), that reflects a continuity of design concept to the balance of the Premises, and is in default under a condition which would allow for legal occupancy of the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions space for the disbursement hereunder have been metgeneral office purposes. Notwithstanding anything to the contrary in this Paragraph 2.e.i4.b., Landlord’s 's Allowance shall be available for disbursement pursuant to the terms hereof only for the period first twelve (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (1512) months following after the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s 's Allowance has is not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of date that is twelve (12) months from the Allowance Availability PeriodCommencement Date, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoingLandlord shall disburse Landlord's Allowance directly to Contractor, or subcontractors, or Tenant's design consultants as provided in clause (ai) the Allowance Availability Period above, or to Tenant, as Landlord shall determine, in monthly installments. Each disbursement shall be extended for any period that conditioned upon Landlord's receipt of invoices to be furnished by Tenant covering work actually performed, construction of the Tenant Improvements is delayed due to Force Majeure in place and (b) if and materials delivered to the site (as may be applicable). To the extent that permitted by law, Landlord may withhold the Substantial Completion amount of any portion and all retention percentages provided for in original contracts or subcontracts until the earlier of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. belowi) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Periodapplicable lien period or (ii) Landlord's receipt of a waiver of lien rights from the general contractor, subsequently elects subcontractors or suppliers whose invoices are applicable to improve any the respective disbursement for, and/or on account of, the work or materials covered by such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include invoice. In the rentable area event the cost of the space so improvedInitial Alterations exceeds Landlord's Allowance set forth above, but Tenant shall pay all such excess costs (the "Excess Cost"), after the full amount of Landlord's Allowance Availability Period has been disbursed hereunder (other than the retentions described above), directly to Contractor or the subcontractors or suppliers involved and shall furnish to Landlord copies of receipted invoices therefor and such waivers of lien rights as Landlord may reasonably require. If the Alteration Operations Fee is applicable, then, at the time Landlord makes any disbursement of Landlord's Allowance, Landlord shall retain from Landlord's Allowance, as a partial payment of the Alteration Operations Fee, a proportionate amount of the Alteration Operations Fee based upon Landlord's reasonable estimation of the amount required to be withheld from each disbursement in order to ensure that the entire Alteration Operations Fee is retained over the course of construction on a prorata basis. At such time as Landlord's Allowance has been entirely disbursed, Tenant shall, within fifteen (15) days of written demand, pay to Landlord the remainder, if any, of the Alteration Operations Fee not be extendedyet paid to Landlord. In addition to Landlord's Allowance, Landlord shall pay for the entire cost of the Landlord's Work described in Paragraph 4.c. below.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as As an inducement to Tenant to enter Tenant’s entering into this Third AmendmentLease, Landlord shall contribute toward the cost of the designshall, construction and installation of the subject to Section D.3 above, provide to Tenant Improvements for the Additional Premises a special allowance (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. below) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50) per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); provided, however that ) not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars to exceed $2,995,739.00 to be used by Tenant to pay for the cost ($852,590.00)(which is Ten Dollars ($10.00“Hard Costs”) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planningWork, architectural as defined in Section 4.1(C), and engineering costs Permitted Soft Costs, as hereinafter defined, plus an allowance (“Bathroom Allowance”) not to -25- exceed $50,000.00 per bathroom for each of floors 15-19 and floor 23 (there being two bathrooms per floor) to be used by Tenant to pay for the design cost of renovating the men’s and women’s bathrooms on each of such floors in accordance with the plans and specifications approved by Landlord, which approval shall not be unreasonably withheld (the work to be performed by Xxxxxx in renovating such bathrooms being hereinafter referred to as the “Bathroom Renovations”). Provided that (i) Tenant Improvements. No portion has delivered to Landlord lien waivers from all persons with contracts with a value in excess of the Landlord$25,000.00 who might have a lien as a result of Tenant’s Allowance may Work, in recordable form (Landlord acknowledging that Tenant shall not be applied able to a lien waiver from a contractor in connection with such contractor’s first application for payment), (ii) Tenant has delivered to Landlord its certificate as to the cost of equipmentsuch Tenant’s Work, trade fixturestogether with evidence thereof in the form of paid invoices, moving expensesreceipts and the like, furniture(iii) Tenant has made request for such payment on or before August 31, cabling2007 (“Outside Requisition Date”), signage or free rent. Further, Tenant may only apply Landlord’s Allowance to portions except that if the Commencement Date in respect of the Additional New 21st Floor Premises which are then the subject of a subleasedoes not occur on or before September 1, or are intended 2004, then, with respect to be sublet, if the costs incurred by Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything respect to the contrary in this Paragraph 2.e.i.New 21st Floor Premises not to exceed $131,281.01, Landlord’s Allowance the Outside Requisition Date shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following three years after the Final Additional New 21st Floor Premises Commencement Date. Accordingly, if any portion and (iv) no Event of the Landlord’s Allowance has not been utilized (and Default of Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, described in clauses (a) the Allowance Availability Period shall be extended for any period that construction or (d) of Section 15.1 of the Tenant Improvements Lease is delayed due to Force Majeure outstanding and no condition described in clauses (b), (e), (f), (g), (h), (i), (j), or (k) if of Section 15.2 has occurred and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than outstanding, then within thirty (30) days beyond after the scheduled completion date that would have occurred without satisfaction of the foregoing conditions, the Landlord Delay (as reasonably evidenced shall pay to the Tenant the amount of such costs so certified up to the Landlord’s Allowance. Tenant may not submit a requisition for payment on account of Landlord’s Allowance more than one time in any calendar month. Tenant may submit requisitions for payment to Landlord on account of Landlord’s Allowance after the Execution Date of this Lease. Tenant shall have no right to any unused portion of Landlord’s Allowance, nor shall there be any application of the same toward Annual Fixed Rent or Additional Rent owed by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata under this Lease. If Landlord fails timely to pay any portion of Landlord’s Allowance that applies or the Bathroom Allowance properly payable to Tenant when due, then Tenant shall have the portion right to deduct such amount from the next installments (s) of the Additional Premises for which Annual Fixed Rent and other charges due under the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedLease.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward provide Tenant with a leasehold improvement allowance in the cost amount of the design, construction and installation of the Tenant Improvements for the Additional Premises (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. belowi) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven and 50/100 Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50) 24.50 per rentable square foot of the Additional Premises)(the “Landlord’s Allowance”); providedprimary Premises, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars (inclusive of $852,590.00)(which is Ten Dollars ($10.00) 2.00 per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, for architectural and engineering costs fees and $0.25 per rentable square foot for tenant's construction consultant, and (ii) $16.27 per square foot of the Distribution Space (subject to the provisions of Paragraph 33 of the Lease), also inclusive of architectural, engineering and construction management fees (the "Landlord's Allowance"). Additionally, at Tenant's written request (provided to Landlord as part of Tenant's acceptance of the final pricing information), Landlord will provide an additional leasehold improvement allowance for the design primary Premises of up to the lesser of (i) the actual costs of the Tenant ImprovementsFinish Work in excess of Landlord's Allowance or (ii) $10.00 per rentable square foot ("Excess Allowance"). No portion Said Excess Allowance shall be repaid by Tenant to Landlord in the form of an increase in Base Rent equal to the amortization of the Excess Allowance over the initial Lease term with an annual interest rate of 10%. Landlord's only obligation for the Storage Space shall be to provide Building standard sprinklers, lights and ventilation, for such unoccupied storage area, at Landlord's sole cost and expense. Hereinafter, the term "Allowance" shall mean the Landlord's Allowance and, to the extent applicable, the Excess Allowance. Said Allowance shall be applied toward the cost of the Space Plans, the Construction Drawings and the cost of the Tenant Finish Work, including any required permits. The Allowance shall be used solely for Tenant Finish Work which will include, but not be limited to, (i) all third-party fees and expenses incurred by Landlord in connection with the design and construction of the Tenant Finish Work, exclusive of Landlord's Architect's, as hereinafter defined, fees and expenses, which shall be at Landlord's sole cost and expense, (ii) third-party testing and inspection costs, and (iii) costs of pre-stock material used in the construction of the Tenant Finish Work. Tenant shall be entitled to a Rent reduction for any part of the Landlord’s 's Allowance may be applied to the cost of equipment, trade fixtures, moving expenses, furniture, cabling, signage or free rentnot so used. Further, Tenant may only apply Landlord’s Allowance to portions of the Additional Premises which are then the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disburse) all or any portion of the Landlord’s Excess Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby), Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions utilized for the disbursement hereunder have been metTenant Finish Work, as provided hereinabove. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance Tenant's Architect and construction consultant shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of paid from the Landlord’s 's Allowance has not been utilized upon Tenant's submission of an invoice(s) and such reasonable support documentation as Landlord may request (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that with payment being in accordance with Landlord's construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted draw/funding cycles on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedmonthly basis.

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises Initial Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. belowFee) an aggregate amount not to exceed Four Two Million Four Two Hundred Seventy Six Fifty Thousand Ninety Seven Hundred Twenty and 50/100 00/100 Dollars ($4,476,097.502,250,720.00) (which is Fifty Two and 50/100 Dollars (equals $52.50) 40.00 per rentable square foot of the Additional Premises)(the Premises) (the “Landlord’s Allowance”); provided. Except as set forth in the preceding provision, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of Landlord’s Allowance may be applied to Tenant’s reasonable space planning, architectural and engineering costs for the design of the Tenant Improvements. No no portion of the Landlord’s Allowance may be applied to the cost of personal property, equipment, trade fixtures, moving expenses, furniture (including work stations and modular office furniture, regardless of the method of attachment to wall and/or floors), voice, data or cabling, signage signage, Monthly Rent, Additional Rent, moving expenses or free rentother amounts payable by Tenant pursuant to this Lease. FurtherTo the extent that the cost of construction of the Initial Alterations (including the Construction Management Fee) exceeds the funds available therefor from Landlord’s Allowance, then Tenant shall pay all such excess (the “Excess Cost”). At such time as the Initial Allowance Disbursement (as defined below) has been entirely disbursed, Tenant may only apply Landlord’s Allowance to portions shall commence payment of the Additional Premises which are then the subject of a sublease, or are intended to be subletthen-estimated Excess Costs, if any, for the Tenant Improvements in such space are consistent with Initial Alterations to the general design and finish of the Tenant Improvements in the remainder of the Premises. Further, Contractor; provided that Tenant shall not be entitled required to receive (and fund any portion of the Excess Costs that is then unknown, which portion shall be payable by Tenant, if at all, following full disbursement by Landlord of the Landlord’s Allowance. Landlord shall have no obligation to disbursedisburse the first One Million Six Hundred Eighty-Eight Thousand Forty Dollars ($1,688,040.00) all or any portion of the Landlord’s Allowance if (“Initial Allowance Disbursement”) directly to Tenant is within thirty (30) days after Landlord’s receipt of monthly progress payment requests from Tenant which requests shall include (A) invoices of Contractor, subcontractors or suppliers, as applicable, furnished to Landlord by Tenant covering work actually performed to date, construction in default under place to date and materials delivered to the Lease site to date (as amended herebymay be applicable), describing in reasonable detail such work, construction and/or materials, (B) at conditional lien waivers executed by Contractor plus subcontractors or suppliers supplying work or materials in any amount, for their portion of the time work covered by the requested disbursement, and (C) unconditional lien waivers executed by Contractor and the persons or entities performing the work or supplying the materials covered by Landlord’s previous disbursements for the work or materials covered by such previous disbursements (all such waivers to be in the forms prescribed by California Civil Code Section 3262). No payment will be made for materials or supplies not incorporated into the construction, regardless of whether the materials or supplies are located on the Premises. Landlord may withhold the amount of any and all retentions provided for in original contracts or subcontracts until the earlier to occur of (i) expiration of the applicable lien periods or (ii) Landlord’s receipt of unconditional lien waivers and full releases upon final payment (in the form prescribed by California Civil Code Section 3262) from the Contractor and all subcontractors and suppliers involved in the Initial Alterations as provided above in this paragraph. Once the Initial Allowance Disbursement has been made and Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under has paid the Lease (then-estimated Excess Costs as amended hereby)required above, Landlord shall make disburse the disbursement at such time as remainder of the default is curedLandlord’s Allowance on the same terms and conditions set forth above in this paragraph. As provided above, provided that all other conditions for once the disbursement hereunder have Landlord’s Allowance has been metfully disbursed, Tenant shall pay any remaining Excess Costs associated with the Initial Alterations. Notwithstanding anything to the contrary contained herein, in this Paragraph 2.e.i., Landlord’s Allowance no event shall Landlord be available for disbursement pursuant obligated to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if disburse any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day during any period that Substantial Completion did an Event of Default continues (but the foregoing shall not occur because relieve Landlord from its obligation to make such disbursement after such Event of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance Default shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedcured).

Landlord’s Allowance. Notwithstanding anything to the contrary in Paragraph 9 Section 12 of the Lease, as an inducement to Tenant to enter into this Third Amendment, Landlord shall contribute toward the cost of the design, construction and installation of the Tenant Improvements for the Additional Premises Renovation Alterations (including, without limitation, Tenant’s Contractor’s fee and the Construction Management Fee provided for in Paragraph 2.e.iii. belowfee) an amount not to exceed Four Million Four Hundred Seventy Six Thousand Ninety Seven Thirteen and 50/100 Dollars ($4,476,097.50) (which is Fifty Two and 50/100 Dollars ($52.50$ 13.50) per rentable square foot of all of the Additional Premises)(the “Premises except Suite 9203B in Building 9 (which, based on the 97,344 RSF, totals One Million Three Hundred Fourteen Thousand One Hundred Forty Four Dollars ($1,314,144.00) (the ”Landlord’s Allowance”); provided, however that not more than Eight Hundred Fifty Two Thousand Five hundred Ninety Dollars ($852,590.00)(which is Ten Dollars ($10.00) per rentable square foot of the Additional Premises) of . Landlord’s Allowance may be applied by Tenant to the Renovation Alterations performed in any portion of the Premises in which Tenant is performing Renovation Alterations. At Tenant’s option, a portion of Landlord’s Allowance not to exceed a total amount of Seven Hundred Seventy-Eight Thousand Seven Hundred Fifty-Two Dollars ($778,752.00) may be applied to Tenant’s reasonable space planningrental obligations under the Lease, architectural and engineering costs for the design of the Tenant Improvements. No portion of the provided that Landlord’s Allowance may not be used for more than one (1) month of rental abatement in any calendar quarter. For avoidance of doubt, Landlord’s Allowance shall be available for disbursement to Tenant in the manner provided in this Paragraph 4.b. without regard to whether the disbursement will occur during any of the Rent Abatement Months (as defined in Paragraphs 2.a.i. above) . Notwithstanding the foregoing, no disbursements of Landlord’s Allowance shall be made (or applied to Tenant’s rental obligations) prior to October 1, 2018, or such earlier date as Tenant waives in writing Tenant’s right to terminate this Amendment pursuant to Paragraph 4.d. below. Further, notwithstanding anything to the contrary herein, any portion of Landlord’s Allowance that has not been applied to the cost of equipmentconstruction of the Renovation Alterations (in accordance with the disbursement provisions of Paragraph 3.b.ii. below) and/or to Tenant’s rental obligations (in the manner permitted above) on or before December 31, trade fixtures2020 (the “Outside Disbursement Date ”), moving expensesshall be forfeited by Tenant. For avoidance of doubt, furniture, cabling, signage or free rent. Further, if Tenant may only desired to apply unused portions of Landlord’s Allowance to portions of rental obligations and such unused amounts were not fully applied to rental by the Additional Premises which are Outside Disbursement Date due to the limits on the amount that may be applied to rental in any calendar quarter, then such unapplied amount shall be forfeited. Notwithstanding anything to the subject of a sublease, or are intended to be sublet, if the Tenant Improvements in such space are consistent with the general design and finish of the Tenant Improvements in the remainder of the Premises. Furthercontrary above, Tenant shall not be entitled to receive (and Landlord shall have no obligation to disbursedisburse or to apply to rental) all or any portion of the Landlord’s Allowance if Tenant is in default under the Lease (as amended hereby) at the time Tenant requests such disbursement; provided, however, that if Landlord did not make a disbursement because Tenant was then in default under the Lease (as amended hereby)this Lease, Landlord shall make the disbursement at such time as the default is cured, provided that all other conditions for the disbursement hereunder have been met. Notwithstanding anything to the contrary in this Paragraph 2.e.i., Landlord’s Allowance shall be available for disbursement pursuant to the terms hereof only for the period (the “Allowance Availability Period”) commencing on the Third Amendment Effective Date and ending on the date that is fifteen (15) months following the Final Additional Premises Commencement Date. Accordingly, if any portion of the Landlord’s Allowance has not been utilized (and Tenant has not submitted to Landlord invoices evidencing such costs) met prior to the last day of the Allowance Availability Period, such unused portion shall be forfeited by Tenant. Notwithstanding the foregoing, (a) the Allowance Availability Period shall be extended for any period that construction of the Tenant Improvements is delayed due to Force Majeure and (b) if and to the extent that the Substantial Completion of any portion of the Tenant Improvements is delayed due to a Landlord Delay (as defined in Paragraph 2.f. below) for more than thirty (30) days beyond the scheduled completion date that would have occurred without the Landlord Delay (as reasonably evidenced by Tenant with supporting documentation) then the Allowance Availability Period for the pro-rata portion of Landlord’s Allowance that applies to the portion of the Additional Premises for which the Landlord Delay applies will be extended one day for each day beyond such thirty (30) day period that Substantial Completion did not occur because of the Landlord Delay. Tenant acknowledges that Landlord’s Allowance is to be applied to Tenant Improvements generally covering the entire Additional Premises outlined in Exhibit A-1 and A-2. If Tenant elects to leave any substantial portion of the Additional Premises unimproved, then the Landlord’s Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved; provided that if Tenant, prior to the expiration of the Allowance Availability Period, subsequently elects to improve any such unimproved space, Landlord’s Allowance will be re-adjusted to reflect and include the rentable area of the space so improved, but the Allowance Availability Period shall not be extendedOutside Disbursement Date.