Common use of Offset Right Clause in Contracts

Offset Right. Landlord acknowledges that if Landlord fails to pay any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:

Offset Right. Landlord acknowledges that if Landlord fails to pay any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Exhibit C Building E F and Amenities Building EXHIBIT A-1 TO WORK LETTER Exhibit C Building E F and Amenities Building Exhibit C Building E F and Amenities Building Exhibit C Building E F and Amenities Building EXHIBIT A-2 TO WORK LETTER Exhibit C Building F and Amenities Building Exhibit C Building F and Amenities Building Exhibit C Building F and Amenities Building EXHIBIT A-3 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E F and Amenities Building Exhibit C Building E F and Amenities Building Building H: Exhibit C Building F and Amenities Building SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E F and Amenities Building EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E F and Amenities Building EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:

Offset Right. Landlord acknowledges that Notwithstanding anything to the contrary contained herein, if Landlord fails to pay timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement and/or Additional Allowance, then Tenant shall be entitled to deduct deliver notice ("Payment Notice") thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20) business days after Landlord's receipt of the Payment Notice from Base Monthly Rent Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20) business day period explaining Landlord's reasons that Landlord believes that the amounts described in Tenant's Payment Notice are not due and payable by Landlord ("Refusal Notice"), Tenant under the Lease, shall be entitled to offset the amount set forth so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant's next obligations to pay Base Rent; provided, however, that no more than fifty percent (50%) of the Base Rent may be offset in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. Ifany given month; provided further, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to Tenantagree on the amounts to be so paid by Landlord, if any, within thirty ten (3010) days after Landlord’s Tenant's receipt of such written notice from Tenanta Refusal Notice, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to offset such deduction from Base Monthly amount against Rent unless and until such dispute is finally resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:JAMS Arbitration.

Offset Right. Landlord acknowledges that if If Landlord fails to pay timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under deliver notice (the Lease"Payment Notice") thereof to Landlord, Landlord's Mortgagee and to any other mortgage or trust deed holder of the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers Building whose identity and address have been previously provided to Tenant, . If Landlord still fails to fulfill any such obligation within thirty twenty (3020) business days after Landlord’s 's receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such written notice from twenty (20) business day period explaining Landlord's proper good-faith reasons that Xxxxxxxx believes that the amounts described in Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did 's Payment Notice are not have to be made due and payable by Landlord (including, without limitation, the fact that such payment has already been made"Refusal Notice"), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts the amount so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the written Payment Notice and Xxxxxxxx fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) with interest at the Interest Rate from the date due until the date of offset, against Xxxxxx's next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant's Payment Notice, in order for the Refusal Notice to be valid, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant has received notice from of a monetary default under Section 19.1 of the Lease (that then remains uncured) at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (subject to the foregoing 40% limitation) within thirty (3010) days after Landlord’s Xxxxxx's receipt of a Refusal Notice, Tenant may submit such dispute to arbitration in accordance with the sameterms of Section 7.6 of this Work Letter. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORSIf Tenant prevails in any such arbitration, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day Tenant shall be entitled to apply such award with interest at the Interest Rate from the date due until the date of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, offset as a _______________ (“credit against Tenant”), and is attached 's obligations to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:pay Rent.

Offset Right. Landlord acknowledges that if Landlord fails to pay any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Exhibit C Building E EXHIBIT A-1 Xxxxxxxx X XXXXXXX X-0 TO WORK LETTER Exhibit C The Campus @ 0000 Xxxxx Landlord’s Warm Shell 8-Story Base Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS& Core (Restrooms, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________Stairwells, 201_HVAC, by and between _____________ (“Landlord”Elevators, Electrical/MPOE), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:

Offset Right. Landlord acknowledges that if Landlord fails to pay any portion of the Tenant Improvement Allowance as and when it is obligated to do so required under this Work LetterAmendment, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s 's failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under the this Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rentprovided that such notice shall include on the first page thereof in bold, until fully paid. Ifcapitalized text, howeverthe following language: “NOTICE: YOUR FAILURE TO RESPOND TO THIS NOTICE WITHIN THIRTY (30) DAYS SHALL ENTITLE TENANT TO EXERCISE A RIGHT OF OFFSET AGAINST BASE RENT.” Notwithstanding the foregoing, if Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity par Second Amendment to 100 Potrero Lease ticularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been mademade or that proper documentation as required under Section 8(d) hereof has not been submitted), then Tenant shall not then be entitled to make such deduction from Base Monthly Rent unless and until such dispute is finally resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) by mutual agreement of the Leaseparties or pursuant to an order issued by a court of competent jurisdiction with respect to which any appeal period has expired without an appeal having been filed; provided, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) which are not paid by Landlord within thirty (30) days after Landlord’s receipt of the same. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:such notice.

Offset Right. Landlord acknowledges that Notwithstanding anything to the contrary contained herein, if Landlord fails to pay timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under deliver notice (“Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers Building whose identity and address have been previously provided to Tenant, . If Landlord still fails to fulfill any such obligation within thirty twenty (3020) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity twenty (20) business day period explaining Landlord’s reasons for its claim that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such payment did not have to offset would otherwise be made (includingapplicable, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) by mutual agreement of the Lease; providedparties or pursuant to a final, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt non-appealable order issued by a court of the same. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:competent jurisdiction.

Offset Right. If Landlord acknowledges that if Landlord fails shall fail to pay any portion amounts due with respect to the Base Building Allowance, the Space Planning Allowance, the TI Allowance, the Supplemental Allowance, or the Latent Defect Costs (such amounts being called “Past Due Amounts”), Tenant may offset the Past Due Amounts against Base Rent and Additional Rent only if Tenant first obtains (i) a judgment for recovery of the Tenant Improvement Allowance as and when it Past Due Amounts in a court of competent jurisdiction which is obligated no longer subject to do so under appeal, (ii) a determination that the Past Due Amounts are owing by Landlord in an arbitration conducted pursuant to the following provisions of this Work LetterSection 3.5(e), and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty or (30iii) days after Landlord’s receipt of a written notice acknowledgment by Landlord that Landlord does not contest that the Past Due Amounts are owing. Any offset which Tenant is entitled to take pursuant to this Section 3.5(e) shall include interest on the Past Due Amounts from Tenant describing the due date at a per annum rate equal to 3% plus the prime rate of Bank of America (or any successor) in effect from time to time. Without limiting Tenant’s remedies for Landlord’s failure to pay such portion of any Past Due Amounts, Tenant may submit a claim for the Tenant Improvement Allowance, then Tenant shall be entitled Past Due Amounts to deduct from Base Monthly Rent payable by Tenant under the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt of such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did not have to be made (including, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly Rent unless and until such dispute is resolved binding arbitration in accordance with the procedures set forth in Paragraph 5.1(b)(iii) of the Lease; provided, however, Tenant following provisions. Such arbitration shall be entitled to offset any undisputed amounts set forth conducted by a single disinterested arbitrator having not less than ten years’ experience in the written notice from Tenant (subject operation, maintenance and leasing of commercial real estate to be selected and held by the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the same. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORSAmerican Arbitration Association in Boston, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by Massachusetts in accordance with its expedited commercial rules and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”)regulations then in effect. Landlord and Tenant hereby acknowledge and agree for all purposes shall use diligent good faith efforts to complete the arbitration within 30 days following the submission of the Lease that:claim to arbitration. The determination of the arbitrator shall be conclusive upon the parties and judgment upon the same may be entered in any court having jurisdiction. The party which does not prevail in the arbitration as determined by the arbitrator shall pay for the arbitrator and related costs of the arbitration (but not the attorneys’ fees of the prevailing party). Except as provided in this Section 3.5(e), Tenant shall not have any right of offset with respect to amounts owing or claimed to be owing by Landlord to Tenant with respect to any Past Due Amounts.

Offset Right. Landlord acknowledges that Notwithstanding anything to the contrary contained herein, if Landlord fails to pay timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance as and when it is obligated to do so under this Work Letter, and Landlord thereafter fails to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement Allowance, then Tenant shall be entitled to deduct from Base Monthly Rent payable by Tenant under deliver notice ("Payment Notice") thereof to Landlord and to any mortgage or trust deed holder of the Lease, the amount set forth in such written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers Building whose identity and address have been previously provided to Tenant, . If Landlord still fails to fulfill any such obligation within thirty twenty (3020) business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such written notice from Tenant, a written objection to the requested payment setting forth with reasonable particularity twenty (20) business day period explaining Landlord’s reasons for its claim that Landlord 788287.02/WLA 375755-00007/7-26-18/mjh/ejw EXHIBIT B -3- CXXXXXX HIGHLINE 1173, 1167 & 1000 Xxxxxxx Xxxxxx Roku, Inc. believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord ("Refusal Notice"), Tenant shall be entitled to offset the amount so funded, together with interest at the Interest Rate from the date Landlord was obligated to pay such amount until the date of offset, against Tenant’s next obligations to pay Rent; provided, however, Landlord shall be obligated to immediately disburse to Tenant any undisputed amounts. However, if Tenant is in default under Section 19.1 of this Lease at the time that such payment did not have to offset would otherwise be made (includingapplicable, without limitation, the fact that such payment has already been made), then Tenant shall not then be entitled to such deduction from Base Monthly offset until such default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the amounts to be so paid by Landlord, if any, within ten (10) days after Tenant’s receipt of a Refusal Notice, Tenant shall not be entitled to offset such amount against Rent unless and until such dispute is finally resolved in accordance with the procedures set forth in Paragraph 5.1(b)(iii) by mutual agreement of the Lease; providedparties or pursuant to a final, however, Tenant shall be entitled to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt non-appealable order issued by a court of the same. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:competent jurisdiction.

Offset Right. If Landlord acknowledges that if Landlord wrongfully fails to pay disburse any portion amount of the Tenant Improvement Allowance as and when it is obligated owing to do so under this Work Letter, and Landlord thereafter fails Tenant pursuant to pay such portion of the Tenant Improvement Allowance within thirty (30) days after Landlord’s receipt of a written notice from Tenant describing Landlord’s failure to pay such portion of the Tenant Improvement AllowanceSection 2.2.2 above, then Tenant shall be entitled have the right to deduct pay the Contractor, the Architect and other consultants, as the case may be, directly, in which event Landlord shall reimburse Tenant for the amount so paid within five (5) business days after Tenant’s submission to Landlord of receipted invoices therefor (accompanied by reasonable supporting documentation). If Landlord fails to reimburse Tenant within such five (5) business day period, then Tenant may withhold from Base Monthly Rent payable by Tenant future Rentals due under the LeaseLease the sum owed Tenant, until Tenant is reimbursed in full for the sum plus interest at the Interest Rate. Notwithstanding the foregoing, Tenant shall deliver notice to Landlord (and any Security Holder of which Tenant has been given notice) a written notice of Tenant’s intent to pay the Contractor, the amount set forth in Architect or other consultants, as the case may be, directly as provided above at least ten (10) business days prior to making any such payment (which notice shall describe the basis on which Tenant asserts that Landlord has wrongfully failed to disburse such amount), and Landlord may deliver to Tenant a good faith written notice from Tenant, but limited each month to an amount not to exceed 40% of each payment of Base Monthly Rent, until fully paid. If, however, Landlord delivers to Tenant, within thirty (30) days after Landlord’s receipt objection before the expiration of such written ten (10) business day notice from Tenantperiod, a written objection to the requested payment (a) setting forth with reasonable particularity Landlord’s reasons for its claim that such payment did Landlord is not have required to be made make the disbursement of the Tenant Improvement Allowance and (including, without limitation, b) submitting the fact that such payment has already been made)dispute to binding arbitration in accordance with Paragraph 34 of the Lease. If and to the extent Landlord property objects and submits the dispute to arbitration in accordance with the preceding sentence, then Tenant shall not then be entitled to exercise such deduction from Base Monthly Rent rights unless and until such dispute is resolved in accordance with the procedures set forth Arbitrator (as defined in Paragraph 5.1(b)(iii) 34.2 of the Lease; provided, however, ) determines that Tenant shall be entitled has the right to offset any undisputed amounts set forth in the written notice from Tenant (subject to the foregoing 40% limitation) within thirty (30) days after Landlord’s receipt of the sameexercise such rights. Exhibit C Building E EXHIBIT A-1 TO WORK LETTER Exhibit C Building E Exhibit C Building E Exhibit C Building E EXHIBIT A-2 TO WORK LETTER RENDERED PLANS Building F: Exhibit C Building E Exhibit C Building E SCHEDULE 1 TO WORK LETTER LIST OF APPROVED GENERAL CONTRACTORS, ARCHITECTS AND PROJECT MANAGERS Architects • AP&I • ArcTec • Gensler • IA • Rapt Studios • RMW • Studio O + A General Contractors • Devcon Construction • DPR • Novo Construction • SC Builders • Skyline Construction • South bay Construction Project Managers • Xxxxx Xxxx LaSalle Exhibit C Building E EXHIBIT D EXCLUSIVE USE AREA CONCEPTUAL PLAN Exhibit D Building E EXHIBIT E LEASE COMMENCEMENT DATE CERTIFICATE This LEASE COMMENCEMENT CERTIFICATE (“Certificate”) is made this ____________ day of ____________________, 201_, by and between _____________ (“Landlord”), and ________________, a _______________ (“Tenant”), and is attached to and made a part of that certain Lease dated as of ______________, 201_, by and between Landlord and Tenant (the “Lease”). Landlord and Tenant hereby acknowledge and agree for all purposes of the Lease that:SECTION 3