Common use of Monthly Disbursements Clause in Contracts

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for parties providing labor rendered and or materials for to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenantparties providing labor or materials to the Premises (along with unconditional mechanic’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code Section § 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable jointly to Tenant and its contractor, in payment the amount of the lesser of: of (Aa) the amounts so amount requested by “tenant as set forth Tenant pursuant to the preceding sentence, less a 10% retention (the aggregate amount of such retentions shall be referred to in this Section 2.2.3.1, above (or, subject to Work Letter as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, the “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts’’); (iii) copies of invoices for all labor and materials provided to the Premises and covered by such request for payment; (iv) executed conditional mechanic’s lien releasesreleases from all parties who have provided such labor or materials to the Premises (along with executed unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§8132 and/or 8134, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject at Tenant’s request, to its contractor), in the amount requested by Tenant pursuant to the terms preceding sentence, less a 10% retention with respect to all hard costs (as distinguished from architectural, engineering and permitting costs) except to the extent that such 10% retention has already been reflected in such request for payment (the aggregate amount of Section 4.2.1such retentions, belowwhether withheld by Landlord or reflected in such requests for payment, a percentage thereofshall be referred to in this Work Letter as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, the “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts”); (iii) copies of invoices for all labor and materials provided to the Premises and covered by such request for payment; (iv) executed conditional mechanic’s lien releasesreleases from all parties who have provided such labor or materials to the Premises (along with executed unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§ 8132 and/or 8134, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject at Tenant’s request, to its contractor), in the amount requested by Tenant pursuant to the terms preceding sentence, less a 10% retention with respect to all hard costs (as distinguished from architectural, engineering and permitting costs) except to the extent that such 10% retention has already been reflected in such request for payment (the aggregate amount of Section 4.2.1such retentions, belowwhether withheld by Landlord or reflected in such requests for payment, a percentage thereofshall be referred to in this Work Letter as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar monthNo more frequently than monthly, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Tenant's Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s acceptance and 's approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment After receipt of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), foregoing and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowTenant Improvement Plans, or due to any substandard work, or for any other reasonable reason, Landlord shall deliver a check to Tenant in an amount equal to the lesser of: (a) the Allowance Percentage of the Tenant Improvement costs for which payment is so requested less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention") or (b) the balance of the undisbursed Tenant Improvement Allowance (excluding the Final Retention). Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of Once each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall may deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Tenant hereby agrees to withhold a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) of all amounts paid to Contractor.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, From time to time but not more frequently than monthly during the design and construction of the Tenant Improvements (or such other date as Landlord and Tenant may designatereasonably agree upon), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Architect”, as that term is defined in Section 4.1.1 2.1 of this Tenant Work Letter, and/or the “Contractor”, as that term is defined in Section 3.1.1 of this Work Letter, approved by Tenant, in a commercially reasonable form to be provided by LandlordLandlord and approved by Tenant, showing which approval shall not be unreasonably withheld or delayed, showing, as applicable, the design services performed or the schedule, by trade, of percentage of completion of the such Tenant Improvements in the PremisesImprovements, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” ”, as that term is defined in Section 4.1.2 3.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesExpansion Space in connection with the Tenant Improvements; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, applicable statutory provisions of Massachusetts law; (iv) a calculation showing the amount of the total payment which is to be funded by Landlord (as reasonably determined part of the Tenant Improvement Allowance) and the amount of the total payment which is to be funded by Landlord, Tenant pursuant to Section 3.2.1 of California Civil Code Section 3262(d)this Work Letter as part of the Over Allowance Amount; and (ivv) all other information reasonably requested by LandlordLandlord in connection with such draw request, or the work underlying the same. Tenant’s Within thirty (30) days after delivery of such request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterpayment, Landlord shall deliver a check to Tenant made payable or wire-transfer payment to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.1, above (or, subject to the terms 1.2.2.1 of Section 4.2.1, below, a percentage thereof)this Work Letter, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided . Tenant may direct that Landlord does not dispute any request for make its payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Tenant Improvement Allowance or due portions thereof directly to any substandard workthe Contractor. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as reasonably determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed constitute, to Tenant’s then-existing actual knowledge, Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request; provided, however, the parties acknowledge that in no event shall the Contractor be a third-party beneficiary with regard to any such acceptance and approval under this sentence. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant (or solely to Tenant to the extent Tenant has previously paid in full to Contractor the amounts corresponding to such request for payment) in payment of the lesser of: (A) “Landlord’s Ratio,” as that term is set forth below, of the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reasonably substantiated reason, it being hereby acknowledged that Tenant shall pay “Tenant’s Ratio,” as that term is set forth below, of the corresponding amounts so requested by Tenant, less a similar ten (10%) retention. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth twentieth (5th204h) day of each calendar month, month during the design and construction of the Tenant Improvements (the ‘Submittal Date) (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i1) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4. 1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, Tenant showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4. 1 .2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (if such invoice is for the PremisesContractor, the Contractor will need to provide an application and certificate for payment [AlA form G702-i 992 or equivalent] signed by the ArchitectJSpace Planner, and a breakdown sheet [AlA form G703-1992 or equivalent]); (iii) an original letter from the Tenant approving such invoices and requesting payment from the Tenant Improvement Allowance; (iv) executed mechanic’s lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Agents; and (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (1) through (v), above, and subject to Tenant first disbursing any portion of the Over-Allowance Amount (as defined below) in accordance with Section 4.2.1, Landlord shall deliver a check to Tenant made payable to Tenant’s Agent (or to Tenant if such invoices were previously paid by the Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject to 10%) retention (the terms aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions shall be known as the “Final TI Allowance Reimbursement”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final TI Allowance Reimbursement), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Construction Documents’, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason as provided in this Lease. Landlord’s payment of such amounts shall not be deemed Landlord’s Landlords approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s Tenants payment request.. 2.2.2.2

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 4.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"FINAL RETENTION"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth occurrence of a uniform date designated by Landlord (5ththe “Submittal Date”) day of for each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovements, detailing the portion of the work Tenant’s Work completed and the portion not completedcompleted and demonstrating that the relationship between the cost of Tenant’s Work completed and the cost of Tenant’s Work to be completed complies with the terms of the “Final Costs,” as that term is defined in Section 4.2.1 of this Tenant Work Letter; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.2.2.1 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesProperty; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents performing or providing services or materials, which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dapplicable Utah law; provided, in the event Tenant fails to obtain an executed mechanic’s lien release from any of Tenant’s Agents providing services or materials with a cost of $50,000 or less (each, a “Missing Lien Release”), Landlord will pay such draw request less the amount of the any such Missing Lien Releases; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work Tenant’s Work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a five percent (or, subject 5%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reasons. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth tenth (5th10th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within fortyOn or before the tenth (10th) day following the delivery of the above-five (45) days thereafterreferenced items, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, From time to time prior to and during the design and construction of the Tenant Improvements (or such other date as Landlord may designatebut no more frequently than monthly), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Contractor (as that term is defined in Section 4.1.1 of this Tenant Work Letterbelow), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the Construction Budget (as defined below); (ii) invoices from all of “Tenant’s Agents,” Agents (as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow), for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by LandlordXxxxxxxx, of California Civil Code Section 3262(d)8138; (iv) the construction back-up items described on Schedule 2 attached hereto to the extent not otherwise included above; and (ivv) for the final disbursement, each of the general disbursement items referenced in Section 2.2.2.2 below, and all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed TenantXxxxxx’s acceptance and approval as between Landlord and Tenant of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterFollowing Landlord’s receipt of a completed disbursement request submission, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention but only if Tenant’s Contract with the Contractor does not include a ten percent (10%) retention for all work by the Contractor and subcontractors (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not in good faith dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Drawings (as that term is defined in Section 3.5 below), or due to any substandard work, or for any other valid reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. For avoidance of doubt, Xxxxxxxx will only waive the Final Retention requirement if (and only if) Tenant’s Contract with the Contractor provides for a minimum of a ten percent (10%) retention for all work by the Contractor and subcontractor. Notwithstanding anything to the contrary herein, Landlord shall reimburse Tenant for the following in addition to the Tenant Improvement Allowance: (a) costs incurred due to the presence of Hazardous Materials on or about the Premises in violation of Environmental Law, and (b) costs to bring the Premises, Building, or the Common Areas into compliance with applicable laws and restrictions (with such work described above to be referred to herein as the “Excluded Work”). Such reimbursement for such Excluded Work shall be subject to Landlord’s approval of the nature of such Excluded Work and the costs thereof.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Refurbished Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the Tenant’s general contractor (“Contractor,” as that term is defined in Section 4.1.1 of this ”), which Contractor shall be retained by Tenant Work Letterand shall be subject to Landlord’s reasonable prior written approval, and which request shall be approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of subcontractors, laborers, materialmen and suppliers used by Tenant in connection with the Refurbished Improvements (such subcontractors, laborers, materialmen and suppliers, and the Contractor may be known collectively as “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter”), for labor rendered and materials delivered to the Premises for the PremisesRefurbished Improvements; (iii) executed mechanic’s mechanics’ lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)8132; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five thirty (4530) days thereafterafter Landlord’s receipt of all of the applicable information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant as set forth Tenant (but in this Section 2.2.3.1, above (or, subject no event to exceed the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion amount of the Tenant Improvement Refurbishment Allowance), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Refurbishment Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar monthNo more frequently than monthly, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Tenant's Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s acceptance and 's approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment After receipt of the lesser of: (A) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), foregoing and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowTenant Improvement Plans, or due to any substandard work, or for any other reason, Landlord shall deliver a check to Tenant in an amount equal to the lesser of: (a) the Allowance Percentage of the Tenant Improvement costs for which payment is so requested less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention"), or (b) the balance of the undisbursed Tenant Improvement Allowance (excluding the Final Retention). Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On If Tenant elects to receive multiple disbursements of the Expansion Improvement Allowance, on or before the fifth twentieth (5th20th) day of each any calendar month, during the design and construction of the Tenant Expansion Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Expansion Premises Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Expansion Improvements in the Expansion Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Expansion Premises Work Letter, for labor rendered and materials for delivered to the Expansion Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, LandLord’s initials /s/ K.W. Tenant’s initials /s/ B.R. CHINA BASIN EXHIBIT B First Amendment 6 Lyft, Inc. 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Expansion Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed conditional and/or unconditional mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d)Code; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, the “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts”); (iii) copies of invoices for all labor and materials provided to the Premises and covered by such request for payment; (iv) executed conditional mechanic’s lien releasesreleases from all parties who have provided such labor or materials to the Premises (along with executed unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§ 8132 and/or 8134, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant in the amount requested by Tenant pursuant to the preceding sentence, less a 10% retention with respect to all hard costs (as distinguished EXHIBIT A from architectural, engineering and permitting costs) except to the extent that such 10% retention has already been reflected in such request for payment (the aggregate amount of such retentions, whether withheld by Landlord or reflected in such requests for payment, shall be referred to in this Work Letter as the lesser of: “Final Retention”), or (Ab) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as if applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On Once each month, or before from time to time upon predetermined milestones as mutually agreed upon by Landlord and Tenant, on a day designated by Landlord or if no date is designated by Landlord, then on the fifth (5th) day first Tuesday of each calendar monthmonth (in either event, a “Submittal Date”) during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (iA) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 3.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a commercially reasonable form to be provided by Landlord and Landlord’s lender, each showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (iiB) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.1(b) of this Tenant Work Letter, for labor rendered and materials delivered to the Premises for the Premisesapplicable payment period; (iiiC) executed mechanic’s conditional mechanics’ lien releases, as applicable, releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d8132 or 8136 or unconditional releases if appropriate pursuant to California Civil Code Section 8134 or 8138; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (A) through (C) above of this Tenant Work Letter, is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (ivD) all other information reasonably requested in good faith by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-à-vis Landlord. Within forty-five fifteen (4515) days thereafterfollowing the Submittal Date, and assuming Landlord receives all of the information described in items (A) through (D) above in Landlord’s lender prescribed form, Landlord shall use commercially reasonable best efforts to deliver a check to Tenant made jointly payable to Contractor and Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (A1) the amounts so requested by “tenant Tenant, as set forth above in this Section 2.2.3.12.2(b)(i), above less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); provided, subject however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to amounts due to Tenant’s consultants, the Architect, or the Engineer or for Non-Construction Allowance Items or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms Premises and subcontractors for completing performance of Section 4.2.1, below, a percentage thereof)their work substantially in advance of the completion of the Tenant Improvements, and (B2) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Allowance (not including the Final Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Construction Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and Tenant shall cause such work to be corrected. Such procedure shall also be applicable in connection with the payment of the Final Retention. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within ten (10) business days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as reasonably determined by Landlord and Tenant, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion cornpletion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordLandlord in writing. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day From time to time, if Tenant desires disbursement of each calendar month, during the design and construction any portion of the Tenant Improvements (or such other date as Landlord may designate)Construction Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: (i) a request an Application and Certificate for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved Payment (AIA Document G702) ("Application for Payment") signed by Tenant's Architect, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, together with an updated schedule of percentage of completion of the Tenant Improvements in the Premises, detailing values indicating the portion of the work Tenant Improvement Work that has been completed and the portion that has not completedbeen completed as of the date of the request for payment; (ii) an updated Budget setting forth in reasonable detail (A) a computation of the total costs of performing the Tenant Improvements incurred by Tenant during the prior month (including costs related to Change Orders) and (B) the cumulative Tenant Improvement costs incurred through the end of such month; (iii) a calculation of the portion of the request for payment due Tenant's Contractor that is Landlord's Share (as defined below in this Section 4.4(a)); (iv) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, 's Agents for labor rendered and materials for delivered to the Premises; (iiiv) executed conditional mechanic’s 's lien releasesreleases from Tenant's Contractor and Tenant's Agents included in the Application for Payment, as applicabletogether with unconditional mechanic's lien releases from Tenant's Contractor and Tenant's Agents with respect to payments made by Landlord pursuant to Tenant's prior submission of an Application for Payment, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d)Sections 8132 and 8134; and (ivvi) all other information reasonably requested by LandlordLandlord or Encumbrancer to support the disbursement. Tenant’s 's request for payment shall be deemed constitute Tenant’s acceptance 's representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant's Contractor or Tenant's Agents, Tenant has accepted and approval of approved for payment the work furnished and/or the materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s payment request's Contractor or Tenant's Agents. Within Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Work Letter, beyond applicable notice and cure periods, within forty-five (45) days thereafterafter receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant Tenant's Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: (Ai) Landlord's Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts so requested by “tenant as set forth in this payable pursuant to Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), 5 and 6 and (Bii) the balance of any remaining available portion of the Tenant Improvement AllowanceConstruction Allowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not dispute any request for payment based on non-compliance of any work comply with the “Approved Working Drawings,” , as amended by Change Orders approved by Landlord. "Landlord's Share" shall be the proportion that term the Construction Allowance bears to the estimated total cost of the Tenant Improvements as reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is defined Nine Million One Hundred Fifteen Thousand Sixty and 00/100 Dollars ($9,115,060.00) (calculated at the rate of $95.00 per rentable square foot), Landlord's Share of a draw request would be fifty-three percent (53%), less a five percent (5%) retention. If the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in Section 3.5 belowthe scope of the work, increased costs of materials, delays, or due any other reason, Landlord's Share shall be appropriately adjusted to any substandard workreflect the estimated total cost of the Tenant Improvement at the time of each draw request. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. Tenant shall provide in the construction contracts with Tenant's Contractor that Tenant may withhold from each amount otherwise due Tenant's Contractor a five percent (5%) (or larger) retention (the aggregate amount of such retentions to be known as the "Final Retention") until final completion of the Tenant Improvement Work, and that each Application for Payment shall reflect such five percent (5%) (or larger) retention.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed TenantXxxxxx’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth From time to time, but not more frequently than one (5th1) time in any thirty (30) consecutive day of each calendar month, period during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided on AIA forms G702 or G703 (or comparable forms reasonably approved by Landlord), showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all EXHIBIT B of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesPremises and proof of payment of the same by Tenant; and (iii) executed unconditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d8134 or, if applicable, Section 8138; provided, however, that with respect to fees and expenses of the Architect, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii); , above, of this Work Letter, is not applicable (collectively, the “Non-Contribution Items”), Tenant shall only be required to deliver to Landlord an invoice of the cost for the applicable Non-Contribution Items and (iv) all other information reasonably requested proof of payment by LandlordTenant. Tenant’s request for payment shall shall, as between Landlord and Tenant only, be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-à-vis Landlord. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided provided, however, that Landlord does not dispute any request for (x) no such retention shall be applicable to the fees of the Architect, Engineers, Tenant’s project manager and consultants, and (y) with respect to payment based on non-compliance of any work requests in connection with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowconstruction of the Improvements only, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On If Tenant elects to receive multiple disbursements of the Suite 400 Improvement Allowance, on or before the fifth twentieth (5th20th) day of each any calendar month, during the design and construction of the Tenant Suite 400 Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Suite 400 Expansion Premises Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Suite 400 Improvements in the Suite 400 Expansion Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Suite 400 Expansion Premises Work Letter, for labor rendered and materials for delivered to the Suite 400 Expansion Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Suite 400 Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.. Landlord’s initials /s/ K.W. Tenant’s initials /s/ B.R. CHINA BASIN EXHIBIT B Third Amendment 4 Lyft, Inc.

Monthly Disbursements. On or before the fifth From time to time, but not more frequently than one (5th1) time in any thirty (30) consecutive day of each calendar month, period during the design and construction of the Tenant Improvements (or such other date as Landlord may designateand not less frequently than monthly during the construction of the Improvements), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided on AIA forms G702 or G703 (or comparable forms reasonably approved by Landlord), showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesPremises and proof of payment of the same by Tenant; (iii) executed unconditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d8134 or, if applicable, Section 8138; provided, however, that with respect to fees and expenses of the Architect, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above, of this Work Letter, is not applicable (collectively, the “Non-Contribution Items”), Tenant shall only be required to deliver to Landlord an invoice of the cost for the applicable Non-Contribution Items and proof of payment by Tenant; and (iv) all other information reasonably requested by Landlordof the Tenant Deliverables set forth in Sections 2 and 3 of the List of Tenant Deliverables (i.e., the “Ongoing During Construction” and “Prior to Release of Any Funds” categories of Tenant Deliverables, respectively), to the extent such items are not mentioned in clauses (i) through (iii) of this Section 2.2.1. Tenant’s request for payment shall shall, as between Landlord and Tenant only, be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-à-vis Landlord. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable by wire transfer of immediately available funds the amount that is equal to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided provided, however, that Landlord does not dispute any request for (x) no such retention shall be applicable to the fees of the Architect, Engineers, Tenant’s project manager and consultants, and (y) with respect to payment based on non-compliance of any work requests in connection with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowconstruction of the Improvements only, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, using the current AIA contract and payment forms showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) paid invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases (which may be conditional releases pending receipt of payment) from all of Tenant’s Agents which shall comply with the appropriate provisionsprovisions of Arizona law, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Xxxxxxxx; and (iv) all other information reasonably requested by LandlordLandlord including sign off by Xxxxxx’s architect with respect to such payment request. Tenant’s request for payment shall be deemed TenantXxxxxx’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within fortyOn or before the twenty-five fifth (4525th) days thereafterday of the following calendar month in which Xxxxxx’s request for payments is delivered, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Xxxxxx, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as reasonably determined by Landlord and Tenant, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordLandlord in writing. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, Jess a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) to the extent applicable for the work completed, executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant Contractor and Tenant, or directly to Contractor at Landlord’s sole discretion, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant Contractor and Tenant, or directly to Contractor at Landlord’s sole discretion, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of EXHIBIT B the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement or payment of amounts paid or to be paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, including, the Architect and Engineers, as the case may be, and other third parties (such as the manufacturer, seller or distributor of any equipment that is pre-ordered by Tenant and to be incorporated into the Tenant Improvements, whether or not such pre-ordered equipment is actually incorporated into the Tenant Improvements by the end of the eighteenth (18th) month following the Lease Commencement Date) for labor rendered and materials for the Premises; (iii) executed mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid Tenant’s payments to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord or otherwise reasonably approved by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, and detailing the portion of the work completed and the portion not completed; (ii) invoices marked paid from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, or other reasonable evidence of payment made by Tenant for labor rendered and materials for delivered to the Premises; (iii) executed unconditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed (vis-à-vis Landlord) Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. If any work which is the subject of a request for payment creates a Design Problem, Tenant shall correct and eliminate such Design Problem as soon as reasonably possible.

Monthly Disbursements. On If Tenant elects to receive multiple disbursements of the Additional Improvement Allowance, on or before the fifth twentieth (5th20th) day of each any calendar month, during the design and construction of the Tenant Additional Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Additional Premises Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Additional Improvements in the Additional Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Additional Premises Work Letter, for labor rendered and materials for delivered to the Additional Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Additional Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as HCP LS REDWOOD CITY, LLC [Britannia Seaport Centre] [Relypsa, Inc.] EXHIBIT B that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed conditional and/or unconditional mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.3.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant's contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant's approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, the "Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts"); (iii) copies of invoices for all labor and materials provided to the Premises and covered by such request for payment; (iv) executed conditional mechanic’s 's lien releasesreleases from all parties who have provided such labor or materials to the Premises (along with executed unconditional mechanic's lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§ 8132 and/or 8134, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant in the amount requested by Tenant pursuant to the preceding sentence, less a 10% retention with respect to all hard costs (as distinguished from architectural, engineering and permitting costs) except to the extent that such 10% retention has already been reflected in such request for payment (the aggregate amount of such retentions, whether withheld by Landlord or reflected in such requests for payment, shall be referred to in this Work Letter as the lesser of: "Final Retention"), or (Ab) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day From time to time, if Tenant desires disbursement of each calendar month, during the design and construction any portion of the Tenant Improvements (or such other date as Landlord may designate)Improvement Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: (a) an Application and Certificate for Payment (AIA Document G702) (“Application for Payment”) signed by Tenant’s Architect, together with an updated schedule of values indicating the portion of the Tenant Improvement Work that has been completed and the portion that has not been completed as of the date of the request for payment; (b) an updated Budget setting forth in reasonable detail (i) a request for reimbursement computation of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 total costs of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of performing the Tenant Improvements in incurred by Tenant during the Premises, detailing prior month (including costs related to Plan Modifications) and (ii) the cumulative Tenant Improvement costs incurred through the end of such month; (c) a calculation of the portion of the work completed and the portion not completedrequest for payment due Tenant’s Contractor that is Landlord’s Share (as defined below in this Section 6.5.1); (iid) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; (e) executed conditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents included in the Application for Payment, together with unconditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents with respect to payments made by Landlord pursuant to Tenant’s prior submission of an Application for Payment, which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d)Sections 8132 and 8134; and (ivf) all other information reasonably requested by Landlord or Landlord’s lender to support the disbursement. Tenant’s request for payment shall be deemed constitute Tenant’s acceptance representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant’s Contractor or Tenant’s Agents, Tenant has accepted and approval of approved for payment the work furnished and/or the materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s payment requestContractor or Tenant’s Agents. Within Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Agreement, within forty-five (45) days thereafterafter receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant Tenant’s Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: (Ai) Landlord’s Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject payable pursuant to the terms of Section 4.2.1, below, a percentage thereof)Sections 2.2.7 and 6.3 above, and (Bii) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not dispute any request for payment based on non-compliance of any work comply with the Approved TI Construction Drawings, as amended by Plan Modifications approved by Landlord. “Approved Working Drawings,Landlord’s Share” shall be the proportion that the Tenant Improvement Allowance bears to the estimated total cost of the Tenant Improvements as that term reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is defined Twenty-Four Million Seven Hundred Thirty-One Thousand Three Hundred Seventy-Five Dollars ($24,731,375) (calculated at the rate of $125.00 per rentable square foot), Landlord’s Share of a draw request would be fifty-six percent (56%), less the five percent (5%) retention. If the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in Section 3.5 belowthe scope of the work, increased costs of materials, delays, or due any other reason, Landlord’s Share shall be appropriately adjusted to any substandard workreflect the estimated total cost of the Tenant Improvement at the time of each draw request. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Tenant shall provide in the construction contracts with Tenant’s Contractor and Tenant’s Agents that Landlord and Tenant may withhold from each amount otherwise due Tenant’s Contractor or Tenant’s Agents a five percent (5%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) until final completion of the Tenant Improvement Work, and that each Application for Payment shall reflect such five percent (5%) retention.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a i)a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five Thereafter, within thirty (4530) days thereafterdays, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth Upon written request of Tenant (5th) day of not more frequently than once each calendar month), during the design and construction performance of the Tenant Improvements Improvement Work (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleamount demanded by Contractor, the schedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) including executed conditional mechanic’s lien releases, as applicable, releases from all of the Contractor and their subcontractors (along with unconditional mechanic’s lien releases with respect to payments made pursuant to Tenant’s Agents prior submission hereunder) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d8132; (ii) invoices from all of subcontractors, laborers, materialmen, and suppliers, (collectively as “Tenant’s Agents”) for labor rendered and materials delivered to the Premises; (iii) executed conditional lien releases from Contractor and all of Tenant’s Agents (along with unconditional lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) (d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check issue payment directly to Tenant made payable the Contractor. Landlord shall continue to Tenant in payment make monthly payments from the Allowance until there is 8% of the lesser of: Allowance remaining (A) the amounts so requested by amount of such remaining amount to be known as the “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereofFinal Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance any failure of any the work to comply with the “Approved Working Drawings,” as that term is defined in Section 3.5 belowConstruction Drawings or otherwise to be of the required quality, or due to for any substandard workother reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements "Landlord SOV Improvements" (as that term is defined in the PremisesSection 4.2.1 below), detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dSections 8132, 8134, 8136 and 8138; (iv) all of the Tenant Deliverables set forth in Sections 2 and 3 of Schedule 1 attached to this Work Letter, (i.e., the "Ongoing During Construction" and "Prior to Release of Any Funds Related to Hard Costs" categories of Tenant Deliverables, respectively); and (ivv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant, if Tenant has not already paid Contractor, or directly to Tenant, if Tenant is seeking reimbursement, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant applicable to the Landlord SOV Improvements, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably and in good faith dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard workfailure of such work to comply with the terms of this Work Letter. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid or payable to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Expansion Premises; (iii) executed mechanic’s 's lien releases, as applicable, with respect to the work covered in such monthly request for reimbursement from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. As between Landlord and Tenant’s , Tenant's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request, subject to Tenant’s rights against Tenant’s Agent’s, if any, under the agreements between Tenant and Tenant’s Agents. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on substantial non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Minor changes consisting of detailing and refinement of the Approved Working Drawings, and deviations required by existing field conditions shall not be deemed to be “substantial non-compliance” of any such work with the Approved Working Drawings. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as reasonably determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed constitute, to Tenant’s then-existing actual knowledge, Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request; provided, however, the parties acknowledge that in no event shall the Contractor be a third-party beneficiary with regard to any such acceptance and approval under this sentence. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant (or solely to Tenant to the extent Tenant has previously paid in full to Contractor the amounts corresponding to such request for payment) in payment of the lesser of: (A) “Landlord’s Ratio,” as that term is set forth below, of the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1 , above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“ Final Retention ”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reasonably substantiated reason, it being hereby acknowledged that Tenant shall pay “Tenant’s Ratio,” as that term is set forth below, of the corresponding amounts so requested by Tenant, less a similar ten (10%) retention. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, From time to time during the design and construction of the Tenant Improvements (or such other date as Landlord may designatebut no more frequently than monthly), Tenant shall may deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Contractor (as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenantbelow), in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedform; (ii) invoices from all of “those Tenant’s Agents,” Agents (as that term is defined in Section 4.1.2 of this Tenant Work Letter, below) seeking payment for labor rendered and materials for delivered to the Premises; and (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of those Tenant’s Agents seeking payment pursuant to Tenant’s request for payment, which releases shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by 8132. Following Landlord. Tenant’s receipt of a completed disbursement request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereaftersubmission, Landlord shall promptly (and in no event later than ten (10) business days following Landlord’s receipt of a completed disbursement request submission) deliver a check to Tenant made jointly payable to the Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowances (not including the Final Retention), provided that Landlord does not not, within five (5) business days of Landlord’s receipt of a request for payment, reasonably dispute any in writing such request for payment based on material non-compliance of any work with the “Approved Working Drawings,” Drawings (as defined below), as the same may be modified pursuant to the terms hereof, which writing shall include a reasonably detailed explanation of the basis for Landlord’s reasonable dispute. In the event that term is defined Landlord timely disputes a request for payment, (y) if Tenant agrees with Landlord’s conclusion, then Tenant shall remedy such material non-compliance and notify Landlord in writing of such non-compliance, in which event the applicable portion of the Allowances shall be disbursed by Landlord as part of the disbursement of the Allowance by Landlord that follows such remedy and notice to Landlord by Tenant or (z) if Tenant disagrees with Landlord’s conclusion, then Tenant shall have the right to have such disagreement resolved pursuant to the terms of Section 3.5 below, or due to any substandard work5.6 of this Tenant Work Letter. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day From time to time, if Tenant desires disbursement of each calendar month, during the design and construction any portion of the Tenant Improvements (or such other date as Landlord may designate)Construction Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: (i) a request an Application and Certificate for reimbursement of amounts paid to the Payment (AIA Document G702) (“Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved Application for Payment”) signed by Tenant’s Architect, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, together with an updated schedule of percentage of completion of the Tenant Improvements in the Premises, detailing values indicating the portion of the work Tenant Improvement Work that has been completed for such Phase and the portion that has not completedbeen completed as of the date of the request for payment; (ii) invoices from all an updated Budget setting forth in reasonable detail (A) a computation of “Tenant’s Agents,” as that term is defined in Section 4.1.2 the total costs of this performing the Tenant Work Letter, for labor rendered Improvements incurred by Tenant during the prior month (including costs related to Change Orders) and materials for (B) the Premisescumulative Tenant Improvement costs incurred through the end of such month; (iii) executed mechanica calculation of the portion of the request for payment due Tenant’s lien releases, Contractor that is Landlord’s Share (as applicable, defined below in this Section 6.2(a)); (iv) invoices from all of Tenant’s Agents for labor rendered and materials delivered to the Premises in connection with the Tenant Improvements for such Phase; (v) executed conditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents who have recorded a preliminary 20-day notice included in the Application for Payment, together with unconditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents who have recorded a preliminary 20-day notice with respect to payments made by Landlord pursuant to Tenant’s prior submission of an Application for Payment, which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d)Sections 8132 and 8134; and (ivvi) all other information reasonably requested by LandlordLandlord or Encumbrancer to support the disbursement. Tenant’s request for payment shall be deemed constitute Tenant’s acceptance representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant’s Contractor or Tenant’s Agents, Tenant has accepted and approval of approved for payment the work furnished and/or the materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s payment requestContractor or Tenant’s Agents. Within Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Work Letter, within forty-five (45) days thereafterafter receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant’s Contractor or as otherwise directed in writing by Tenant (including solely to Tenant), in payment of the lesser of: (Ai) the amounts so requested by “tenant as set forth in this Section 2.2.3.1Landlord’s Share, above (orif applicable, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.Permitted

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may reasonably designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesExpansion Premises , detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesExpansion Premises ; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)8132; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five No later than thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.4.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, From time to time during the design and construction of the Tenant Improvements (or such other date as Landlord may designatebut no more frequently than monthly), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Contractor (as that term is defined in Section 4.1.1 of this Tenant Work Letterbelow), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the Construction Budget (as defined below); (ii) invoices from all of “Tenant’s Agents,” 's Agents (as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow), for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s 's lien releases, as applicable, releases from all of Tenant’s Agents 's Agents, the form of which which shall comply with the appropriate provisions, as reasonably determined by Landlord, applicable provisions of the California Civil Code Section 3262(d)Code; and (iv) all other information reasonably requested by Landlord and (v) if requested by Landlord, the construction back-up items described on Schedule 2 attached hereto to the extent not covered above. Tenant’s Following Landlord's receipt of a completed disbursement request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereaftersubmission, Landlord shall deliver a check to the Contractor (for Tenant made Improvement Allowance Items payable directly to Contractor) and to Tenant (for Tenant Improvement Allowance Items which Tenant has paid directly to the service provider) in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less (or, subject unless already deducted from the invoice) a ten percent (10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), "Final Retention") and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Drawings (as that term is defined in Section 3.5 below), or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. As between Landlord and Tenant only, Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.. 791223.03/WLA 186772-00003/3-7-19/gjn/gjn SCHEDULE-1 - 2 - [Edgewater Business Park] [Allogene Therapeutics, Inc.]

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month (a “Submittal Date”) during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work LetterLetter (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a commercially reasonable form to be provided to be mutually and reasonably agreed upon by LandlordLandlord and Tenant, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedwork projected to be completed by the end of the month; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (or stored therein or offsite or those items where deposits are standard in the industry) for the Premisesapplicable payment period; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d), or unconditional releases (with respect to payments previously made); provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above of this Tenant Work Letter, is not applicable (collectively, the “Non-Contribution Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, a reasonably particularized invoice evidencing the cost for the applicable Non-Contribution Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (iv) all other information reasonably requested in good faith by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-à-vis Landlord. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above, subject to the limitations set forth in Section 2.2.2.4, below, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant in payment WATER’S EDGE EXHIBIT D [Electronic Atrs] of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided . In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and if the work creates a “Design Problem,” as that term is defined in Section 8.1 of the Lease, Tenant shall cause such work to be corrected so that no Design Problem exists. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. If Tenant receives a check payable to anyone other than solely to Tenant for a monthly disbursement pursuant to this Section 2.2.2.1, Tenant may return such check to Landlord and receive a check made payable only to Tenant, if Tenant provides the releases and evidence required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Refurbished Improvements, Tenant shall may deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the Tenant’s general contractor (“Contractor,” as ”) and such Contractor (if Tenant elects to retain a general contractor, provided that term Tenant must retain a general contractor if Landlord reasonably determines that one is defined in Section 4.1.1 necessary given the scope of this Tenant Work Letterthe job) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned, and which request shall be approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of subcontractors, laborers, materialmen and suppliers (together with the Contractor (if applicable) “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter”), for labor rendered and materials for delivered to the Premises; and (iii) executed mechanic’s conditional mechanics’ lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordCode. In addition, Tenant shall deliver to Landlord a copy of Tenant’s request construction contract with the Contractor or a schedule of values for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestconstruction job indicating a breakdown by trade. Within forty-five thirty (4530) days thereafterafter the later of Landlord’s receipt of all the information listed in this Section 7.2.1 above or April 8, 2005, Landlord shall deliver a check payable jointly to Tenant made payable to Tenant and Tenant’s Agents in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.17.2.1 above, above less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceRefurbishment Allowance (not including the Final Retention), provided that Landlord Landlord, in its exercise of its commercially reasonable judgment, does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Refurbishment Drawings or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if the applicable construction contract does not provide for a Final Retention, then Landlord shall not withhold a retention from the amount of such payments to Tenant and subsection 7.2.1(A) above shall not apply.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall may deliver to Landlord: (i) a request for reimbursement of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d)Code; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before From time to time during and after the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements Sprinkler Renovation Work (or such other date as Landlord may designatebut in no event sooner than August 1, 2021 and no more frequently than monthly), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved payment by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesSprinkler Renovation Work, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the budget included in the Contract (as defined below); (ii) paid invoices from all of “Tenant’s Agents,” 's Agents (as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow), for labor rendered and materials for delivered to the Premises6350 Building; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)8138; and (iv) each of the general disbursement items referenced in Section 2.2.2.2 below, and all other information reasonably requested by Landlord. Tenant’s Following Landlord's receipt of a completed disbursement request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereaftersubmission, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), "Final Retention") and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” Drawings (as that term is defined in Section 3.5 below, ) or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall (if it is requesting a disbursement) deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, Contractor approved by Tenant, in a commercially reasonable an industry standard form reasonably acceptable to be provided by Landlord and Landlord's lender, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “the Tenant’s Agents,” as that term 's Agents for whom Tenant is defined in Section 4.1.2 of this Tenant Work Letter, requesting payment for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s 's lien releasesreleases from the Tenant's Agents (along with unconditional mechanics lien releases with respect to payments made pursuant to Tenant's prior submission hereunder) for whom Tenant is requesting payment, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other customarily required information and/or documentation relating to the Tenant Improvements reasonably requested by Landlord (including, without limitation, any additional requirements for disbursement as may be reasonably required by Landlord's lender). Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant (or, at Landlord's election, a check made jointly payable to Tenant Contractor and Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.3.3.1, above (orand, subject if Tenant's payment request does not already account for a ten percent (10%) retention, less a ten percent (10%) retention (the aggregate amount of such retentions (either withheld by Landlord or withheld as provided in the relevant construction contract) to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of Landlord's Allowance (not including the Tenant Improvement AllowanceFinal Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Drawings or due to for any substandard workother reasonable reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d)Code; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the 726334.04/WLA183305-00001/10-27-14/ejs/ejs EXHIBIT B2 [XXXXXXXXX BIOTECH GATEWAY][Solazyme, Inc.] balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) copies of all third-party contracts (including change orders) pursuant to which the Tenant Improvement Work has been performed, including paid invoices from all of parties providing labor or materials to the Premises (collectively, the “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the PremisesConstruction Contracts”); (iii) executed conditional mechanic’s lien releases, as applicable, releases from all parties providing labor or materials to the Premises (along with unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying any applicable requirements of Tenant’s Agents which shall comply with the appropriate provisionsLaw, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable to Tenant Tenant, in payment the amount of the lesser of: of (Aa) Landlord’s Share (defined below) of the amount requested by Tenant pursuant to the preceding sentence, less a 10% retention (the aggregate amount of such retentions shall be referred to in this Work Letter as the “Final Retention”), or (b) the amounts so requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance amount of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does Allowance (not dispute any request for payment based on non-compliance of any work with including the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workFinal Retention). Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request. As used in this Section 1.2.2.1, “Landlord’s Share” means the lesser of (i) 100%, or (ii) the percentage obtained by dividing the Allowance by the estimated sum of all TI Allowance Items, as determined based on the Construction Contracts.

Monthly Disbursements. On or before the fifth From time-to-time, but not more frequently than monthly (5theach, a “Submittal Date”) day of each calendar month, during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (iA) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 3.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 2.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Premises, detailing the portion of the work completed and the portion not completed; (iiB) invoices from all of “Tenant’s Agents,” as Agents (hereinafter defined) for labor rendered and materials and equipment delivered to the Expansion Premises for the applicable payment period; (C) executed conditional mechanics’ lien releases from all of applicable Tenant’s Agents that term is defined have mechanic lien rights, which shall substantially comply with the appropriate provisions of California Civil Code Section 3262(d) or unconditional releases if appropriate; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items or FF&E costs, for which the payment scheme set forth in Section 4.1.2 items (A) through (C) above of this Tenant Work Letter, for labor rendered and materials is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the Premises; applicable Non-Construction Allowance Items (iii) executed mechanic’s unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases, as applicable, from all of Tenant’s Agents which shall comply releases must be submitted in connection with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dsuch costs); and (ivD) all other information reasonably requested in good faith by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-à-vis Landlord. Within forty-five thirty (4530) days thereafterfollowing the Submittal Date, and assuming Landlord receives all of the information described in items (A) through (D) above, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (A1) the amounts so requested by “tenant Tenant, as set forth above in this Section 2.2.3.11.2(b)(i), above less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); provided, subject however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to amounts due to Tenant’s consultants, the Architect, or the Engineer or for Non-Construction Allowance Items or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms Expansion Premises and subcontractors for completing performance of Section 4.2.1, below, a percentage thereof)their work substantially in advance of the completion of the Tenant Improvements pursuant to the Approved Construction Drawings, and (B2) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Allowance (not including the Final Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Construction Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and Tenant shall cause such work to be corrected so that such work is no longer substandard. Such procedure shall also be applicable in connection with the payment of the Final Retention. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within ten (10) business days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth Once each month on a day designated by Landlord (5tha "SUBMITTAL DATE") day of each calendar month, during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 SECTION 4.1 of this Tenant Work LetterLetter (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment and provides the evidence of such payment as more particularly identified below), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) original invoices (unless the Federal Drug Administration or other governmental agency requires any such original invoice, in which case a true copy of such invoice shall be allowed) from all of “"Tenant’s 's Agents,” " as that term is defined in Section SECTION 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises for the Premisesapplicable payment period; (iii) executed conditional mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d), or unconditional releases if appropriate; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above of this Tenant Work Letter, is not applicable (collectively, the "NON-CONSTRUCTION ALLOWANCE ITEMS"), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (iv) all other information reasonably requested in good faith by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment requestrequest vis-a-vis Landlord. Within On or before the date occurring forty-five (45) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant and/or a separate check to Tenant to the extent Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied, when appropriate, by unconditional lien releases, or any other provider of good and services designated by Tenant to Landlord, and Tenant, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section SECTION 2.2.3.1, above above, less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the "FINAL RETENTION"), subject provided, however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to Non-Construction Allowance Items or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms of Section 4.2.1, below, a percentage thereof)Premises, and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Allowance (not including the Final EXHIBIT B -4- Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Construction Drawings, or substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and if the work is clearly substandard or if the material non-compliance creates a "Design Problem,” " as that term is defined in Section 3.5 belowSECTION 3.2 of this Tenant Work Letter, or due Tenant shall cause such work to any be corrected so that such work is no longer substandard workand/or that no Design Problem exists. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. If Tenant receives a check payable to anyone other than solely to Tenant for a monthly disbursement pursuant to this SECTION 2.2.3.1 or the Final Retention, Tenant may return such check to Landlord and receive a check made payable only to Tenant, if Tenant provides the releases and evidence required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design construction and construction installation of the Tenant Improvements (or such other date as Landlord may designate)Base Building Improvements, Tenant shall deliver to Landlord: Landlord (a "Payment Request"): (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Base Building Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as if applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall Payment requests must be deemed Tenant’s acceptance submitted electronically to xxxxxxxxxxx_XX@xxxxxx.xxx, and approval of must contain the work furnished and/or the materials supplied as set forth in Tenant’s payment requestproject name and PMA project number. Within forty-five (45) days thereafterafter Landlord's receipt of a Payment Request, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject to 10%) retention on the terms cost of the work being performed under the "Contract," as that term is defined in Section 4.2.1, belowbelow (the aggregate amount of such retentions to be known as the "Final Retention"); provided, however, if the amount requested by Tenant is already reduced by a percentage thereof)ten percent (10%) retention, then Landlord shall pay one hundred percent (100%) of the amount requested by Tenant and shall then internally allocate ten percent (10%) of the amount due to the Contractor but not requested to the Final Retention, and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceBase Building Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by TenantXxxxxx, in a commercially reasonable form to be provided by LandlordXxxxxxxx, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releasesreleases from “Contractor,” as that term is defined in Section 4.1, as applicablebelow, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordXxxxxxxx (the “Allowance Documentation”). Tenant’s request for payment shall be deemed TenantXxxxxx’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-a-vis Landlord. Within forty-five fifteen (4515) business days thereafterfollowing Xxxxxxxx’s receipt of the Allowance Documentation, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Xxxxxx, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that no such retention shall be duplicative of the retention Tenant would otherwise hold (but will not withhold) pursuant to Tenant’s agreement with Contractor, and provided further that Landlord’s disbursement obligation shall only be applicable to the extent that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed LandlordXxxxxxxx’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may reasonably designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided reasonably approved by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, the Contractor for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. As between Landlord and Tenant, Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request, but shall not otherwise be deemed to waive any warranty or other obligation that the Contractor may have pursuant to its contract with Tenant. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) (provided, subject to however, that if Tenant’s request for payment or invoice from the terms of Section 4.2.1Contractor includes a ten percent (10%) retention, below, a percentage thereofLandlord shall not withhold an additional retention from its payment), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed constitute, to Tenant’s 's then-existing actual knowledge, Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request; provided, however, the parties acknowledge that in no event shall the Contractor be a third-party beneficiary with regard to any such acceptance and approval under this sentence. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant (or solely to Tenant to the extent Tenant has previously paid in full to Contractor the amounts corresponding to such request for payment) in payment of the lesser of: (A) "Landlord's Ratio," as that term is set forth below, of the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reasonably substantiated reason, it being hereby acknowledged that Tenant shall pay "Tenant's Ratio," as that term is set forth below, of the corresponding amounts so requested by Tenant, less a similar ten (10%) retention. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the twenty-fifth (5th25th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as in a form reasonably determined by acceptable to Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or and /or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterOn or before the last day of the following month, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Allowance, if applicable (not including the Final Retention), provided that Landlord does not dispute any request for payment based on a non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.2 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.. Zip Recruiting/604 Arizona-ZipRecruiter Lease

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by Tenant, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereofFinal Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowances (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th5th ) day of each calendar month, during the design and construction of the Tenant Improvements month (or such other date as Landlord may designate), during the construction of the Tenant Improvements (each, a “Submittal Date”), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of the percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(dSections 8132, 8134, 8136 and 8138; provided, however, with respect to fees and expenses of the Architect, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above, of this Tenant Work Letter, is not applicable (collectively, the “Non Contribution Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, an invoice of the cost for the applicable Non-Contribution Items and proof of payment; and (iv) all other information related to the design and construction of the Tenant Improvements as reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-a-vis Landlord. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); provided, however, if the amount requested by Tenant is already reduced by the ten percent (10%) retention, then Landlord shall pay one hundred percent (100%) of the amount requested by Tenant (subject to the terms of Section 4.2.1, below, a percentage thereof)) and shall then internally allocate the ten percent (10%) retention of the amount due to the Contractor but not requested to the Final Retention, and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided provided, however, no such retention shall be applicable to the fees of the Architect, Engineers, Tenant’s construction or project manager, or other similar consultants. In the event that Landlord does not dispute identifies any request for payment based on material non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, Landlord will provide Tenant with a reasonably detailed statement identifying such material non-compliance or substandard work and Tenant shall cause such work to be corrected. If Tenant receives a check payable to anyone other than solely to Tenant for a monthly disbursement pursuant to this Section 2.2, Tenant may return such check to Landlord and, if all such invoices set forth in item (ii), above, are marked “paid,” receive a check made payable only to Tenant, if Tenant provides the releases and evidence required above, to receive a check payable solely to Tenant. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.. EXHIBIT B -6- 000 XXXXXXXX XXXXXX [Airbnb, Inc.]

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d)Code; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall (if it is requesting a disbursement) deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, Contractor approved by Tenant, in a commercially reasonable an industry standard form reasonably acceptable to be provided by Landlord and Landlord’s lender, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “the Tenant’s Agents,” as that term Agents for whom Xxxxxx is defined in Section 4.1.2 of this Tenant Work Letter, requesting payment for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of the Tenant’s Agents (along with unconditional mechanics lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) for whom Xxxxxx is requesting payment, which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other customarily required information and/or documentation relating to the Tenant Improvements reasonably requested by Landlord (including, without limitation, any additional requirements for disbursement as may be reasonably required by Landlord’s lender). Tenant’s request for payment shall be deemed TenantXxxxxx’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant (or, at Landlord’s election, a check made jointly payable to Tenant Contractor and Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Xxxxxx as set forth in this Section 2.2.3.12.3.3.1, above (orand, subject if Xxxxxx’s payment request does not already account for a ten percent (10%) retention, less a ten percent (10%) retention (the aggregate amount of such retentions (either withheld by Landlord or withheld as provided in the relevant construction contract) to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of Landlord’s Allowance (not including the Tenant Improvement AllowanceFinal Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Drawings or due to for any substandard workother reasonable reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the twenty-fifth (5th25th) day of each calendar month, month (a "SUBMITTAL DATE") during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work LetterLetter (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedwork projected to be completed by the end of the month; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises (or stored therein or offsite or those items where deposits are standard in the industry) for the Premisesapplicable payment period; (iii) executed conditional mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d), or unconditional releases (with respect to payments previously made); provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (i) through (iii), above of this Tenant Work Letter, is not applicable (collectively, the "NON-CONTRIBUTION ITEMS"), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, a reasonably particularized invoice evidencing the cost for the applicable Non-Contribution Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (iv) all other information reasonably requested in good faith by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment requestrequest vis-a-vis Landlord. Within forty-five On or before the date occurring thirty (4530) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iv), above, Landlord shall deliver a check to Tenant made payable EXHIBIT D -5- to Tenant or if Tenant elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the "FINAL RETENTION"), subject provided, however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to the terms fees of the Architect, Engineers or Tenant's project consultant, or any Non-Contribution Items or other Tenant's Contribution Items in connection with the payment of suppliers for materials delivered to the Premises and subcontractors for completing performance of their work substantially in advance of the "Substantial Completion ," as such term is defined in Section 4.2.15.3 of this Tenant Work Letter, below, a percentage thereof), of the Tenant Improvements and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Tenant's Contribution (not including the Final Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and if the work creates a "Design Problem," as that term is defined in Section 8.1 of the Lease, Tenant shall cause such work to be corrected so that no Design Problem exists. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. If Tenant receives a check payable to anyone other than solely to Tenant for a monthly disbursement pursuant to this Section 2.2.2.1 or the Final Retention, Tenant may return such check to Landlord and receive a check made payable only to Tenant, if Tenant provides the releases and evidence required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction performance of the Extension Tenant Improvements Improvement Work (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is Contractor (defined in Section 4.1.1 of this Tenant Work Letter3.1 below), approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Extension Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is Agents (defined in Section 4.1.2 of this Tenant Work Letter, 3.1.2 below) for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents (along with unconditional mechanic’s lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant Tenant, made jointly payable to Tenant the Contractor and Tenant, in payment the amount of the lesser of: of (Aa) the amounts so amount requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject Tenant pursuant to the terms preceding sentence, less a 10% retention (the aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions to be known as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement AllowanceExtension Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance any failure of any the work to comply with the “Approved Working Drawings,” as that term is Construction Drawings (defined in Section 3.5 2.4 below) or otherwise to be of the required quality, or due to for any substandard workother reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesExpansion Space, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the PremisesExpansion Space; and (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordSections 8132, 8134, 8136 and/or 8138. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant Contractor and Tenant, or directly to Contractor at Landlord’s sole discretion, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”) to the terms of extent required pursuant to this Section 4.2.1, 2.2.2.1 below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.. Notwithstanding the foregoing, if Tenant’s contract with the Contractor (as defined below) includes a retention, the retention withheld by Landlord in clause (A) of the preceding sentence shall be ten percent (10%) less the retention in Tenant’s contract with the Contractor such that the aggregate percentage withheld between Landlord and the Contractor equals ten percent (10%). Notwithstanding anything to the contrary contained in this Section 2.2.2.1

Monthly Disbursements. On or before the fifth (5th) day of each Not more frequently than once per calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterTenant’s contractor, approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completedcompleted (which approved request shall be deemed Tenant’s approval and acceptance of the work and materials described therein); (ii) invoices from copies of all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 third-party contracts (including change orders) pursuant to which Allowance Items have been incurred (collectively, for purposes of this Exhibit B, the “Tenant Work Letter, for labor rendered and materials for the PremisesImprovement Contracts”); (iii) copies of invoices for all labor and materials provided to the Expansion Space and covered by such request for payment; (iv) executed conditional mechanic’s lien releasesreleases from all parties who have provided such labor or materials to the Expansion Space (along with executed unconditional mechanic’s lien releases for any prior payments made pursuant to this paragraph) satisfying California Civil Code §§ 8132 and/or 8134, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (ivv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of Subject to the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) terms hereof, within 30 days thereafterafter receiving such materials, Landlord shall deliver a check to Tenant made Tenant, payable jointly to Tenant and its contractor, in payment the amount of the lesser of: of (Aa) Landlord’s Share (defined below) of the amounts so amount requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject Tenant pursuant to the terms of Section 4.2.1preceding sentence, below, less a percentage thereof), and 10% retention (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.aggregate

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Refurbished Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the Tenant’s general contractor (“Contractor,” as ”) and such Contractor (if Tenant elects to retain a general contractor, provided that term Tenant must retain a general contractor if Landlord reasonably determines that one is defined in Section 4.1.1 necessary given the scope of this Tenant Work Letterthe job) shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, delayed or conditioned, and which request shall be approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of subcontractors, laborers, materialmen and suppliers (together with the Contractor (if applicable) “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter”), for labor rendered and materials for delivered to the Premises; and (iii) executed mechanic’s conditional mechanics’ lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of the California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordCode. In addition, Tenant shall deliver to Landlord a copy of Tenant’s request construction contract with the Contractor or a schedule of values for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestconstruction job indicating a breakdown by trade. Within forty-five thirty (4530) days thereafterafter Landlord’s receipt of all the information listed in this Section 6.2.1 above, Landlord shall deliver a check payable jointly to Tenant made payable to Tenant and Tenant’s Agents in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.16.2.1 above, above less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceRefurbishment Allowance (not including the Final Retention), provided that Landlord Landlord, in its exercise of its commercially reasonable judgment, does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Refurbishment Drawings or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing, if the applicable construction contract does not provide for a Final Retention, then Landlord shall not withhold a retention from the amount of such payments to Tenant and subsection 6.2.1(A) above shall not apply.

Monthly Disbursements. On or before the fifth (5th) 10th day of each calendar month, month during the design and construction performance of the Tenant Improvements Improvement Work (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is Contractor (defined in Section 4.1.1 of this Tenant Work Letter3.1 below), approved by Tenant, in a commercially reasonable form AIA G-702/G-703 format or another format reasonably acceptable to be provided by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovement Work, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is Agents (defined in Section 4.1.2 of this Tenant Work Letter, 3.1.2 below) for labor rendered and materials for delivered to the Premises; and (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents (along with unconditional mechanic’s lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Thereafter. Landlord shall deliver a check to Tenant Tenant, made jointly payable to Tenant the Contractor and Tenant, in payment the amount of the lesser of: of (Aa) the amounts so amount requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject Tenant pursuant to the terms preceding sentence, less a 10% retention (the aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions to be known as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance any failure of any the work to comply with the “Approved Working Drawings,” as that term is Construction Drawings (defined in Section 3.5 2.4 below) or otherwise to be of the required quality, or due to for any substandard workother reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth No more frequently than one (5th1) day of time each calendar month, month (a “Submittal Date”) during the design and period from the date hereof through the construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (iA) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 3.1 of this Tenant Work Letter, and/or to the “Architect” and/or to the “Engineers,” as such terms are defined in Section 2.1 below, and/or to Tenant’s various consultants or other persons or entities entitled to payment (or reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment), approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (iiB) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, Agents (hereinafter defined) for labor rendered and materials delivered to the Premises for the Premisesapplicable payment period; (iiiC) executed conditional mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall substantially comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d3262( d) or unconditional releases if appropriate; provided, however, that with respect to fees and expenses of the Architect, Engineers, or construction or project managers or other similar consultants, and/or any other pre-construction items for which the payment scheme set forth in items (A) through (C) above of this Tenant Work Letter, is not applicable (collectively, the “Non-Construction Allowance Items”), Tenant shall only be required to deliver to Landlord on or before the applicable Submittal Date, reasonable evidence of incurring the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs in which event conditional lien releases must be submitted in connection with such costs); and (ivD) all other information reasonably requested in good faith by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestrequest vis-à-vis Landlord. Within forty-five twenty (4520) days thereafterfollowing the Submittal Date, and assuming Landlord receives all of the information described in items (A) through (D) above, Landlord shall deliver a check to Tenant, or if Tenant made payable elects, to the Contractor, subcontractor, architect, engineer or consultant designated by Tenant and/or a separate check to Tenant where Tenant has provided evidence reasonably satisfactory to Landlord that Tenant has paid such Contractor (or other supplier of services or goods) accompanied when appropriate by unconditional lien releases, or any other provider of goods and services designated by Tenant to Landlord, and Tenant in payment of the lesser of: (A1) the amounts so requested by “tenant Tenant, as set forth above in this Section 2.2.3.11.2(b )(i), above less a ten percent (or10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”); provided, subject however, that no such retention shall be duplicative of the retention Tenant would otherwise withhold (but will not withhold) pursuant to its agreement with such Contractor and no such deduction shall be applicable to amounts due to Tenant’s consultants, the Architect, or the Engineer or for Non-Construction Allowance Items, including FF&E, or other Tenant Improvement Allowance Items in connection with the payment of suppliers for materials delivered to the terms Premises and subcontractors for completing performance of Section 4.2.1, below, a percentage thereof)their work substantially in advance of the completion of the Tenant Improvements pursuant to the Approved Construction Drawings, and (B2) the balance of any remaining available portion of the Tenant Improvement Allowance, provided Allowance (not including the Final Retention). In the event that Landlord does not dispute or Tenant identifies any request for payment based on material non-compliance of any work with the “Approved Working Construction Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, Landlord or Tenant as appropriate shall be provided a detailed statement identifying such material non-compliance or substandard work by the party claiming the same, and if the work is clearly substandard, Tenant shall cause such work to be corrected so that such work is no longer substandard. Such procedure shall also be applicable in connection with the payment of the Final Retention. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. If Tenant receives a check payable to anyone other than solely to Tenant, Tenant may return such check to Landlord and receive a replacement check made payable only to Tenant within twenty (20) days, if Tenant provides the releases and evidence to the extent required above to receive a check payable solely to Tenant.

Monthly Disbursements. On or before the fifth (5th) day of Not more than once each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” Contractor (as that term is defined in Section 4.1.1 of this Tenant Work Letter, 4.1 below) approved by Tenant, in a substantially the form of AIA Document G702 or other commercially reasonable form acceptable to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) true and complete copies of invoices from all of “Tenant’s Agents,” 's Agents (as that term is defined in Section 4.1.2 of this Tenant Work Letter, below) for labor rendered and and/or materials delivered to the Premises evidencing costs (not previously paid from the Tenant Improvement Allowance) for Tenant Improvement Allowance Items at least in the Premisesamount requested; (iii) executed conditional mechanic’s 's lien releasesreleases from the Contractor and all material subcontractors (i.e., as applicablethose providing labor, from all services and/or materials at a charge or for a fee in excess of Tenant’s Agents which shall comply $5,000) to be paid with the appropriate provisions, as proceeds of such disbursement request in form and substance reasonably determined by satisfactory to Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s a certificate from the Design Professional (that is a licensed architect) in favor of Landlord certifying that the construction of the Tenant Improvements (through the date of the request for payment shall be deemed payment) has been completed substantially in accordance with the Approved Working Drawings. Subject to Section 2.1 above and Tenant’s acceptance and approval 's compliance with the first (1st) sentence of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five this Section 2.2.2.1, within thirty (4530) days thereafterfollowing the date of Tenant's request for payment, Landlord shall deliver a check to Tenant made jointly payable to the Contractor and Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in the first (1st) sentence of this Section 2.2.3.12.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), less any applicable retention and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including any applicable retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Drawings or due to any defective or substandard work. Landlord’s 's payment of such amounts shall not be deemed constitute Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion EXHIBIT B -3- XXXXXX REALTY 000 XXXXXXX XXXXXX [StumbleUpon, Inc.] not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord (including, but not limited to, evidence that Tenant has, with respect to all subsequent disbursements following Landlord’s initial disbursement, previously disbursed the applicable pro-rata portion of the “Over-Allowance Amount” (defined in Section 4.2.1 below) in accordance with the terms and conditions of Section 4.2.1 of this Tenant Work Letter). Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Contractor, to Tenant, or to Contractor and Tenant jointly, as Tenant may request (provided that, if Tenant requests a check payable only to Tenant, then Landlord shall not be obligated to deliver such check unless and until Tenant has provided Landlord unconditional mechanic’s lien releases from all of Tenant’s Agents in compliance with California Civil Code Section 3262(d)(2) or Section 3262(d)(4), as applicable) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Improvement Allowance (not including the Final Retention) which shall be exclusive of the pro-rata portion of the Over-Allowance Amount to be paid by Tenant Improvement Allowancepursuant to the terms of Section 4.2.1 of this Tenant Work Letter, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Expansion Premises Tenant Improvements (the “Submittal Date”) (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid the contractor retained to construct the “Contractor,” as that term is defined in Section 4.1.1 of this Expansion Premises Tenant Work LetterImprovements, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicablewhich lien releases shall be conditional with respect to the then-requested payment amounts and unconditional with respect to payment amounts previously disbursed by Landlord or Tenant, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, applicable provisions of California Civil Code Section 3262(d); Sections 8132, 8134, 8136 and 8138 and (iviii) all other information reasonably requested applicable invoices related to the payment and disbursement request from all general contractors, subcontractors, laborers, materialmen, and suppliers used by LandlordTenant for labor rendered and materials delivered to the Expansion Premises in connection with the Expansion Premises Tenant Improvements. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval (as between Tenant and Landlord only) of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within On or before the date occurring forty-five (45) days thereafterafter the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.15.2.2.1, above above, up to an aggregate total of ninety percent (or, subject to 90%) of the terms Expansion Premises Tenant Improvement Allowance (the remaining ten percent (10%) of Section 4.2.1, below, a percentage thereofthe Expansion Tenant Improvement Allowance shall be the “Final Retention”), and (B) the balance of any remaining available portion of the Expansion Premises Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) last day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” ”, as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Final Costs Statement”, as that term is defined in Section 4.2.1 below; (ii) invoices from all of “Tenant’s Agents,” ”, as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)8122 et seq.; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterOn or before the last day of the following calendar month, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance non‑compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work. Landlord’s EXHIBIT D-3 151177627 v8 payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar monthmonth (the "Submittal Date"), during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, or other payees (including, without limitation, Tenant's Agents or Tenant) approved by Tenant, in a commercially reasonable form to be provided by Landlord, and, if applicable, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) if applicable, executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordLandlord (collectively, "Allowance Documentation") . Tenant’s Upon delivery of any request for payment payment, Tenant shall be deemed Tenant’s acceptance and approval of to have waived any claim against Landlord with respect to the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Notwithstanding the foregoing, Tenant may obtain reimbursement, within ten (10) business days following request, for one hundred percent (100%) of the cost of direct order items (such as long lead time purchase of materials) and other costs for which items (i) and (iii) above are not applicable, by providing invoices to Landlord. Such reimbursement shall be paid out of the Tenant Improvement Allowance, up to the amount of the Tenant Improvement Allowance (subject to the Soft Cost Cap, if applicable), without retention. Within forty-five thirty (4530) days thereafter, Landlord shall deliver a check to Tenant made payable to payees designated by Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.EXHIBIT B -3- 55

Monthly Disbursements. On or before the fifth From time to time, but in no event more frequently than once every thirty (5th30) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)days, Tenant shall deliver to LandlordLandlord on or before the fifteenth (15') day of any month: (ia) a request an Application and Certificate for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved Payment (AIA Document G702) ("Application for Payment") signed by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed's Architect; (iib) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, Ten ant's Agents for labor rendered and materials for delivered to the Premises; and (iiic) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s Agents 's Agents, which shall comply with the appropriate provisions, as reasonably determined by LandlordLandlord or otherwise in the form approved by Landlord in advance of Tenant first entering into a contract with Tenant's Contractor, of California Civil Code Section 3262(d); . Provided that the Lease is then in full force and effect and Tenant is not in default, beyond applicable notice and cure periods, of any of its obligations under the Lease, including this Work Letter, within thirty five (iv35) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval days after receipt of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterforegoing, Landlord shall deliver a check to Tenant made payable to Tenant Tenant, in payment of the lesser of: (Ai) Landlord's Share, if applicable, of the amounts so requested by “tenant as set forth Permitted Allowance Items shown in this Section 2.2.3.1, above the applicable Application for Payment (or, subject to the terms which Application for Payment shall reflect a retention of Section 4.2.1, below, a percentage thereofat least ten percent (10%)), and (Bii) the balance of any remaining available portion of the Allowances. If the aggregate cost of the Permitted Allowance Items exceeds the Allowances, Landlord and Tenant Improvement Allowanceshall pay their respective shares of the Permitted Allowance Items as follows. "Landlord's Share" shall be a fraction, provided the numerator of which is the Allowances and the denominator of which is the aggregate cost of Permitted Allowance Items. "Tenant's Share" shall be a fraction, the numerator of which is the portion of the aggregate cost of Permitted Allowance Items that Landlord does not dispute any exceeds the Allowances, and the denominator of which is the aggregate cost of Permitted Allowance Items. For example, if the aggregate cost of Permitted Allowance Items is Eighteen Million and 00/100 Dollars ($ 18,000,000.00), Landlord's Share of a draw request for payment based on non-compliance would be eighty eight and fifty six one hundredths percent (88.56%) and Tenant's Share of any work with a draw request would be eleven and forty four one hundredths percent (11.44%). If the “Approved Working Drawings,” as that term is defined aggregate cost of Permitted Allowance Items changes during the course of construction due to changes in Section 3.5 belowthe scope of the work, increased costs of materials, delays, or due any other reason, Landlord's Share and Tenant's Share shall be appropriately adjusted to any substandard work. reflect the aggregate cost of Permitted Allowance Items at the time of each draw request, Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Expansion Space and the Existing Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 4.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Expansion Space and the Existing Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"FINAL RETENTION"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements Refurbishment (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Lettercontractor, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements Refurbishment in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as "Tenant’s 's Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, ") for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Tenant the contractor and Tenant, or directly to the contractor at Landlord's sole discretion, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.11.2.2.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof)above, and (B) the balance of any remaining available portion of the Tenant Improvement Refurbishment Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 2.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. If Landlord fails to disburse the Refurbishment Allowance as required above, Tenant may deliver written notice of such failure, and if Landlord continues to fail to disburse such amount (or fails to disburse any undisputed amounts, while disputing in good faith a portion thereof), Tenant shall have the right to offset any such undisputed amounts from Rent.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction performance of the Tenant Improvements Eighth Amendment Improvement Work (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is Contractor (defined in Section 4.1.1 of this Tenant Work Letter3.1 below), approved by Tenant, in a commercially reasonable form to be provided AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the scheduleschedule of values, by trade, of percentage of completion of the Eighth Amendment Tenant Improvements in the PremisesImprovement Work (or applicable phase thereof), detailing the portion of the work completed and the portion not completed; (ii) copies of all third-party contracts (including change orders) pursuant to which the Eighth Amendment Improvement Work has been performed, including paid invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents (defined in Section 3.1.2 below) for labor rendered and materials delivered to the Premises (collectively, the “Construction Contracts”); (iii) executed conditional mechanic’s lien releases from all of Tenant’s Agents (along with unconditional mechanic’s lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)§§ 8132 and/or 8134, as applicable; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant Tenant, made jointly payable to Tenant the Contractor and Tenant, in payment the amount of the lesser of: of (Aa) the amounts so amount requested by “tenant as set forth in this Section 2.2.3.1, above (or, subject Tenant pursuant to the terms preceding sentence, less a 10% retention (the aggregate amount of Section 4.2.1, below, a percentage thereofsuch retentions for any particular phase to be known as the “Final Retention”), and or (Bb) the balance amount of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance any failure of any the work to comply with the “Approved Working Drawings,” as that term is Construction Drawings (defined in Section 3.5 2.3 below) or otherwise to be of the required quality, or due to for any substandard workother reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth described in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the 3560 Xxxxxxx Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 4.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the 3560 Xxxxxxx Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)applicable laws in the state where the Building is located; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed TenantXxxxxx’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant or, at Tenant’s written request, the Contractor, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid payment to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed conditional mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordXxxxxxxx. Tenant’s 's request for payment shall be deemed Tenant’s Xxxxxx's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth tenth (5th10th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenantpayment, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesExpansion Space, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, 's Agents for labor rendered and materials for delivered to the PremisesExpansion Space; (iii) executed mechanic’s 's lien releases, as applicable, releases (conditional for current invoices and unconditional for prior paid invoices) from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five On or before the tenth (4510th) days thereafterday of the following calendar month, Landlord shall deliver a check to Tenant made payable to Tenant Tenant's Contractor in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.15.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), "Final Retention") and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, or for any other reason. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) 22nd day of --------------------- each calendar month, as determined by Lessor, during the design and construction of the Tenant Improvements (or such other date as Landlord Lessor may designate), Tenant Lessee shall deliver to LandlordLessor: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by TenantLessee, in a commercially reasonable ----------- form to be provided by LandlordLessor, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s "Lessee's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work ------------- Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s Lessee's Agents which shall comply with the appropriate provisions, as reasonably determined by LandlordLessor, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordLessor. Tenant’s Lessee's request for payment shall be deemed Tenant’s Lessee's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s Lessee's payment request. Within forty-five (45) days thereafterThereafter, Landlord Lessor shall deliver a check to Tenant Lessee made jointly payable to Tenant Contractor and Lessee in payment of the lesser of: (A) the amounts so requested by “tenant Lessee, as set forth in this Section 2.2.3.1------- 2.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such ------- retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord Lessor does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any ----------- substandard work, or for any other reason. Landlord’s Lessor's payment of such amounts shall not be deemed Landlord’s Lessor's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s Lessee's payment request.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter4.1 below, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed, and demonstrating that the relationship between the cost of the work completed and the cost of the work to be completed complies with the terms of the “Construction Budget,” as that term is defined in Section 4.2.1 below; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letterbelow, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, provisions of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five On or before the twentieth (4520th) days thereafterday of the following calendar month, Landlord shall deliver a check to Tenant Contractor made payable to Contractor (and/or a separate check made payable directly to Tenant for that portion, if any, of the requested amount representing reimbursement to Tenant of amounts previously paid directly by Tenant from Tenant’s own funds to the Contractor, and/or the Architect and Engineers, which amounts shall be evidenced by invoices and paid receipts delivered by Tenant to Landlord concurrently with the delivery of any such request for disbursement) in payment of the lesser of: of (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof), “Final Retention”) and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” ”, as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason; provided, however, if there is an Over-Allowance Amount required to be paid by Tenant pursuant to Section 4.2 below for any such disbursement, Landlord shall only be required to make a disbursement of the applicable portion of the Tenant Improvement Allowance in accordance with the foregoing equal to Landlord’s pro rata share of the Tenant Improvement Allowance applicable to such disbursement and only after Tenant has paid (or only if Tenant concurrently pays) Tenant’s pro rata share of the Over-Allowance Amount applicable to such disbursement. For purposes hereof, Landlord’s pro rata share applicable to each such disbursement amount of the Tenant Improvement Allowance shall equal the percentage resulting from dividing the Tenant Improvement Allowance by the total cost of the Tenant Improvement Allowance Items as estimated in the Final Costs Statement delivered pursuant to Section 4.2 below, and Tenant’s pro rata share applicable to each such disbursement of the Over-Allowance Amount shall equal the Over-Allowance Amount divided by such total cost of the Tenant Improvement Allowance Items, subject to adjustment pursuant to the last sentence of Section 4.2.1 below. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, Letter approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the PremisesImprovements, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term tenn is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials delivered to the Premises for which the Premisesrequest for payment of the Tenant Improvement Allowance relates; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined detem1ined by Landlord, of California Civil Code Section 3262(d)8132, 8134, 8136 and 8138, as applicable; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver .deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.. S\LEGAL\BPTENANTS\MV RESEARCH TENANTS\VIEWRAY Exhibit A-2 Mountain View Research Park ViewRay, Inc. SFLEGAL\MY

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s lien releases, as applicable, from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed EXHIBIT B mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five Thereafter, assuming Landlord receives all of the applicable information described in items (45i) days thereafterthough (iv), above, and unconditional (or conditional if the contractor’s or subcontractor’s work is not yet completed) lien releases for all work previously paid for from the Tenant Improvement Allowance, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar monthmonth (the "SUBMITTAL DATE"), during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 SECTION 4.1 of this Tenant Work Letter, or other payees (including, without limitation, Tenant's Agents or Tenant) approved by Tenant, in a commercially reasonable form to be provided by Landlord, and, if applicable, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section SECTION 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) if applicable, executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordLandlord (collectively, "ALLOWANCE DOCUMENTATION") . Tenant’s Upon delivery of any request for payment payment, Tenant shall be deemed Tenant’s acceptance and approval of to have waived any claim against Landlord with respect to the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Notwithstanding the foregoing, Tenant may obtain reimbursement, within ten (10) business days following request, for one hundred percent (100%) of the cost of direct order items (such as long lead time purchase of materials) and other costs for which items (i) and (iii) above are not applicable, by providing invoices to Landlord. Such reimbursement shall be paid out of the Tenant Improvement Allowance, up to the amount of the Tenant Improvement Allowance (subject to the Soft Cost Cap, if applicable), without retention. Within forty-five twenty (4520) days thereafter, Landlord shall deliver a check to Tenant made payable to payees designated by Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 SECTION 3.4 below, or due to any substandard work"Substandard Work," as that term is defined below. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request. Although Landlord will retain the Final Retention in accordance with the terms of this Section 2.2.2, such Final Retention shall not be in addition to a final retention provided for in the "Contract," as that term is defined in Section 4.2.1 below, but rather the requirement herein for a Final Retention of ten percent (10%) shall be applied in conjunction with the amount required as the final retention in the Contract. "Substandard Work" shall mean work which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Building, the curtain wall of the Building, the structure or exterior appearance of the Building.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for the Premises; (iii) executed mechanic’s 's lien releases, as applicable, from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as 761257.05/WLA 183305-00010/3-9-17/gjn/gjn EXHIBIT B -3- HCP LS Redwood City, LLC [Third Amendment] [Oncomed Pharmaceuticals, Inc.] reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. As between Landlord and Tenant only, Tenant’s 's request for payment shall be deemed Tenant’s 's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment request. Within forty-five (45) days thereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.1, above (or, subject to the terms of Section 4.2.1, below, a the applicable percentage thereof), and (B) the balance of any remaining available portion of the Tenant Improvement Allowance, Allowance provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 below, or due to any substandard work. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth (5th) first day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as /s/ PAA /s/ RJB /s/ TPB Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not reasonably dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 3.4 below, or due to any substandard work. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before the fifth first (5th1st) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall (if it is requesting a disbursement) deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work Letter, Contractor approved by Tenant, in a commercially reasonable an industry standard form reasonably acceptable to be provided by Landlord and Landlord’s lender, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “the Tenant’s Agents,” as that term Agents for whom Tenant is defined in Section 4.1.2 of this Tenant Work Letter, requesting payment for labor rendered and materials for delivered to the Premises; (iii) executed conditional mechanic’s lien releases, as applicable, releases from all of the Tenant’s Agents (along with unconditional mechanics lien releases with respect to payments made pursuant to Tenant’s prior submission hereunder) for whom Tenant is requesting payment, which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other customarily required information and/or documentation relating to the Tenant Improvements reasonably requested by Landlord (including, without limitation, any additional requirements for disbursement as may be reasonably required by Landlord’s lender). Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five Thereafter, within thirty (4530) days thereafterafter receipt of such items, Landlord shall deliver a check to Tenant (or, at Landlord’s election, a check made jointly payable to Tenant Contractor and Tenant) in payment of the lesser of: (A) the amounts so requested by “tenant Tenant as set forth in this Section 2.2.3.12.3.3.1, above (orand, subject if Tenant’s payment request does not already account for a ten percent (10%) retention, less a ten percent (10%) retention (the aggregate amount of such retentions (either withheld by Landlord or withheld as provided in the relevant construction contract) to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of Landlord’s Allowance (not including the Tenant Improvement AllowanceFinal Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, Drawings or due to for any substandard workother reasonable reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.

Monthly Disbursements. On or before During the fifth (5th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate)Improvements, Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 4.1 of this Tenant Work LetterImprovement Agreement, approved by Tenant, in a commercially reasonable form to be provided reasonably agreed upon by Landlordthe parties, showing the scheduleschedule of values, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) an Application and Certificate for Payment (AIA Document G702) signed by the Architect; (iii) invoices from the Contractor, the Design-Build Subcontractors and all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work Letter, subcontractors for labor rendered and materials for delivered to the Premises; and (iiiiv) executed conditional mechanic’s lien releases, as applicable, releases from the Contractor and all of subcontractors (along with unconditional mechanics lien releases with respect to payments made pursuant to Tenant’s Agents prior submission hereunder) and other parties performing work or supplying construction materials for the Tenant Improvements in excess of $50,000.00, which shall comply with the appropriate provisions, as reasonably determined by LandlordLandlord and Tenant, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made payable to Tenant in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2(a) above, above less a five percent (or, subject 5%) retention of the Tenant Improvement Allowance (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and or (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any within twenty (20) days after Landlord’s receipt of Tenant’s payment request for payment based on non-compliance of any work with and other information required under the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard workpreceding sentence. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding the foregoing or anything to the contrary contained in paragraph 2.2.2(b) below, (1) no retention shall be withheld on any of Landlord’s payments hereunder to Tenant in connection with any payment requests for any party other than the Contractor and the Contractor’s subcontractors and material suppliers), and (2) no separate retention shall be withheld on any payments to Tenant if (x) Tenant’s Contract (as defined in Section 4.2.1 below) with the Contractor already provides for a retention of at least five percent (5%) on any progress payments payable by Tenant to the Contractor until Substantial Completion of the Tenant Improvements occurs, and (y) the amounts so requested by Tenant, as set forth in this Section 2.2.2(a) above, reflect at least a five percent (5%) retention.

Monthly Disbursements. On or before the fifth (5th) day of each calendar month, as determined by Landlord, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” as that term is defined in Section 4.1.1 of this Tenant Work LetterLetter Agreement, approved certified by Tenant’s Architect, in a commercially reasonable form reasonably acceptable to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” as that term is defined in Section 4.1.2 of this Tenant Work LetterLetter Agreement, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); and (iv) all other information reasonably requested by LandlordLandlord (a complete request containing or otherwise addressing the foregoing items (i), (ii), (iii) and (iv) shall be referred to as an “Improvement Allowance Request”). Tenant’s request for payment delivery of an Improvement Allowance Request shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment requestImprovement Allowance Request. Within forty-five (45) days thereafterThereafter, Landlord shall shall, to the extent Tenant has delivered an Improvement Allowance Request to Landlord on or before the fifth (5th) day of an applicable calendar month, deliver a check to Tenant made jointly payable to Contractor and Tenant on or before the last day of such calendar month in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof“Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” as that term is defined in Section 3.5 below, or due to any substandard work, or for any other reason (the resulting monthly disbursement determined per the foregoing provisions of this Section 2.2.2.1 shall be referred to as the “IAR Amount”). Landlord’s payment of such amounts IAR Amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request. Notwithstanding any provision to the contrary contained in this Lease, to the extent (1) Landlord does not timely disburse any particular IAR Amount pursuant to the terms of this Section 2.2.2.1, (2) Landlord receives an additional written notice from Tenant stating that such IAR Amount was not timely disbursed, and (3) Landlord fails to cure such non-payment of the IAR Amount within five (5) business days following its receipt of such additional written notice, then the Coordination Fee to be calculated on such IAR Amount shall be reduced by fifty percent (50%). The foregoing reduction in the Coordination Fee shall be in addition to any remedy Tenant may have pursuant to the terms of Section 19.6 of the Lease or otherwise for Landlord’s failure to timely disburse any applicable IAR Amount.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, month during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “"Contractor,” " as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; completed; (ii) invoices from all of “"Tenant’s 's Agents,” " as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; Premises; (iii) executed mechanic’s 's lien releases, as applicable, releases from all of Tenant’s 's Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d); Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s 's request for payment shall be deemed constitute, to Tenant’s 's then­existing actual knowledge, Tenant's acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s 's payment requestrequest; provided, however, the parties acknowledge that in no event shall the Contractor be a third-­party beneficiary with regard to any such acceptance and approval under this sentence. Within forty-five (45) days thereafterThereafter, Landlord shall deliver a check to Tenant made jointly payable to Contractor and Tenant (or solely to Tenant to the extent Tenant has previously paid in full to Contractor the amounts corresponding to such request for payment) in payment of the lesser of: (A) "Landlord's Ratio," as that term is set forth below, of the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention (the aggregate amount of such retentions to be known as the terms of Section 4.2.1, below, a percentage thereof"Final Retention"), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance non­compliance of any work with the “"Approved Working Drawings,” " as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reasonably substantiated reason, it being hereby acknowledged that Tenant shall pay "Tenant's Ratio," as that term is set forth below, of the corresponding amounts so requested by Tenant, less a similar ten (10%) retention. Landlord’s 's payment of such amounts shall not be deemed Landlord’s 's approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s 's payment request.

Monthly Disbursements. On or before the fifth twentieth (5th20th) day of each calendar month, during the design and construction of the Tenant Improvements (or such other date as Landlord may designate), Tenant shall deliver to Landlord: (i) a request for reimbursement payment of amounts paid to the “Contractor,” , as that term is defined in Section 4.1.1 of this Tenant Work Letter, approved by Tenant, in a commercially reasonable form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) invoices from all of “Tenant’s Agents,” , as that term is defined in Section 4.1.2 of this Tenant Work Letter, for labor rendered and materials for delivered to the Premises; (iii) executed mechanic’s lien releases, as applicable, releases from all of Tenant’s Agents which shall comply with the appropriate provisions, as reasonably determined by Landlord, of California Civil Code Section 3262(d)Sections 8132, 8134, 8136 and 8138; and (iv) all other information reasonably requested by Landlord. Tenant’s request for payment shall be deemed Tenant’s acceptance and approval of the work furnished and/or the materials supplied as set forth in Tenant’s payment request. Within fortyThereafter, and provided that Tenant has paid the applicable percentage of the Over-five (45) days thereafterAllowance Amount specified in Section 4.2.1 below, Landlord shall deliver a check to Tenant made jointly payable to Tenant Contractor and Tenant, or directly to Contractor at Landlord’s sole discretion, in payment of the lesser of: (A) the amounts so requested by “tenant Tenant, as set forth in this Section 2.2.3.12.2.2.1, above above, less a ten percent (or, subject 10%) retention as to amounts payable under the terms contract for construction of Section 4.2.1, below, a percentage thereofthe Improvements (the aggregate amount of such retentions to be known as the “Final Retention”), and (B) the balance of any remaining available portion of the Tenant Improvement AllowanceAllowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any work with the “Approved Working Drawings,” , as that term is defined in Section 3.5 3.4 below, or due to any substandard work, or for any other reason. Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the work furnished or materials supplied as set forth in Tenant’s payment request.