Common use of Over-Allowance Amount Clause in Contracts

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant.

Over-Allowance Amount. On If the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) is greater than the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The commencement of construction of the Improvements) (such difference being referred to as the “Over-Allowance Amount Amount”), then Tenant shall be responsible for payment of the entire Over-Allowance Amount. Prior to the commencement of construction of the Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (50%) of the Over-Allowance Amount, and such portion of the Over-Allowance amount shall be held by Landlord and disbursed by Landlord prior to on a pro-rata basis along with any of the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn addition, Tenant pay to Landlord, within five (5) days after receipt of any invoice therefor, a fraction of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which fraction shall be equal to that portion of the Over-Allowance Amount not previously deposited with Landlord as provided hereinabove divided by the amount of the Cost Proposal (each such payment hereunder being referred to as an “Over-Allowance Payment”), and Tenant’s failure to make any payment of the Over-Allowance Amount (including any Over-Allowance Payment) as and when required hereunder shall constitute a default by Tenant under this Work Letter. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition added to the Over-Allowance Amount andAmount, in any event, prior to the commencement and 50% of the construction amount of such costs shall be paid to Landlord in cash and held by Landlord as provided hereinabove, and the remainder of such costs shall be payable by Tenant in Over-Allowance Payments as provided for hereinabove. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the revisionsneed and cost for such alterations, then Tenant shall pay the cost of such required changes or substitutionsin advance upon receipt of notice thereof. Promptly following completion of construction of the Tenant Improvements and payment of shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord shall prepare plus fifteen percent (15%) of such direct costs for Landlord’s servicing and deliver overhead. In the event that Tenant fails to Tenant a reasonably detailed reconciliation pay any portion of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the foregoing provisions Expansion Premises until such time as Landlord receives payment of this Section. To the extent that such reconciliation discloses that the total costs portion of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantAmount.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) ), if any, equal to 50% of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the remaining unutilized Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Improvements Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to following the disbursement of any then remaining portion of the Tenant Improvement Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Improvements Allowance. IfThe remaining 50% of the Over-Allowance Amount shall be paid by Tenant to the Landlord once the Tenant Improvements Allowance is expended (i.e. prior to the Landlord’s use of the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Improvements, then, subject to Section 5.01(h) 5.4, below, to the extent that the amount of the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes (whether or substitutions. Promptly following completion of construction of not the Tenant Improvements and payment of all costs incurred in connection therewithAllowance has then been fully utilized). Unless otherwise agreed by the parties, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and Improvements paid for by the Over-Allowance Amount payments previously made by shall be deemed Landlord’s property under the terms of the Lease. Tenant pursuant to the foregoing provisions of this Section. To the extent hereby acknowledges and agrees that such reconciliation discloses that the total Tenant shall be responsible for all costs of associated with the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of same exceed the Tenant Improvements is less than Allowance (notwithstanding the amount content of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantCost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount andAmount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any eventsuch alterations, prior and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes in advance upon receipt of notice thereof (but only to the commencement of extent that no Improvement Allowance funds remain unallocated and undisbursed and are available to pay for the construction of the revisions, changes or substitutionssame). Promptly following completion of construction of the Tenant Improvements and payment of shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord shall prepare plus six percent (6%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the foregoing provisions of this Section. To the extent that Premises until such reconciliation discloses that the total costs time as Landlord receives payment of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Over- Allowance Amount previously paid by Tenant, (and such failure to deliver shall be treated as a Tenant shall pay delay in accordance with the amount terms of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantSection 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord’s request as an addition therefor to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions Amount, then within ten (10) business days after Tenant’s receipt of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantstatement, Tenant shall pay deliver to Landlord the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, underpayment or Landlord shall pay return to Tenant the amount of such overage to Tenant at overpayment, as the time that Landlord delivers such reconciliation to Tenantcase may be.

Over-Allowance Amount. On If the Cost Proposal Delivery Date andexceeds the Allowance, in any eventthen, prior concurrently with its delivery to the commencement Landlord of approval of the construction of the Tenant ImprovementsCost Proposal, Tenant shall deliver to Landlord cash in an the amount of such excess (the “Over-Allowance Amount”) equal in two installments: 50% concurrently with its delivery to the difference between (i) the amount Landlord of its approval of the Cost Proposal Proposal, and (ii) 50% within 10 business days after Landlord’s demand following exhaustion of both the amount Allowance and any portion of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount previously delivered to Landlord. Any portion of the Over-Allowance Amount held by Landlord shall be disbursed by Landlord prior to after the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Dateis approved by Tenant, any revisions, changes, or substitutions shall be revision is made to the Approved Construction Drawings or the Tenant Improvements as a result Improvement Work that increases the Cost Proposal, or if the Cost Proposal is otherwise increased to reflect the actual cost of requests made all Allowance Items to be incurred by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisionsthe performance of the Tenant Improvement Work pursuant to the Approved Construction Drawings, changes then, Tenant shall deliver any resulting Over-Allowance Amount (or substitutions shall be paid by Tenant any resulting increase in the Over-Allowance Amount) to Landlord immediately upon Landlord’s request as an addition to in two installments: 50% within 10 business days after Landlord’s request following such increase in the Cost Proposal, and 50% within 10 business days after Landlord’s demand following exhaustion of both the Allowance and any portion of the Over-Allowance Amount and, in previously delivered to Landlord. If any event, prior to the commencement portion of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant remains unused after payment of all expenses related to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Work, Landlord shall return such unused portion of the Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers within 30 days following such reconciliation to Tenantdetermination.

Over-Allowance Amount. On If the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) is greater than the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance plus the Additional Allowance Amount, if applicable (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The commencement of construction of the Improvements) (such difference being referred to as the “Over-Allowance Amount Amount”), then Tenant shall be responsible for payment of the entire Over-Allowance Amount. Prior to the commencement of construction of the Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (50%) of the Over-Allowance Amount, and such portion of the Over-Allowance amount shall be held by Landlord and disbursed by Landlord prior to on a pro-rata basis along with any of the disbursement of any then remaining portion of the Tenant Improvement AllowanceAllowance plus the Additional Allowance Amount, if applicable, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn addition, Tenant shall pay to Landlord, within five (5) business days after receipt of any invoice therefor, a fraction of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which fraction shall be equal to that portion of the Over-Allowance Amount not previously deposited with Landlord as provided hereinabove divided by the amount of the Cost Proposal (each such payment hereunder being referred to as an “Over-Allowance Payment”), and Tenant’s failure to make any payment of the Over-Allowance Amount (including any Over-Allowance Payment) as and when required hereunder shall constitute a default by Tenant under this Work Letter. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition added to the Over-Allowance Amount andAmount, in any event, prior to the commencement and 50% of the construction amount of such costs shall be paid to Landlord in cash and held by Landlord as provided hereinabove, and the remainder of such costs shall be payable by Tenant in Over-Allowance Payments as provided for hereinabove. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the revisionsneed and cost for such alterations, then Tenant shall pay the cost of such required changes or substitutionsin advance upon receipt of notice thereof. Promptly following completion of construction of the Tenant Improvements and payment of shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord shall prepare plus five percent (5%) of such direct costs for Landlord’s servicing and deliver overhead. In the event that Tenant fails to Tenant a reasonably detailed reconciliation pay any portion of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the foregoing provisions New Premises until such time as Landlord receives payment of this Section. To the extent that such reconciliation discloses that the total costs portion of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantAmount.

Over-Allowance Amount. On Not later than five (5) Business Days after the Cost Proposal Delivery Date and, in any event, prior to the commencement date Landlord notifies Tenant of the construction of the Tenant ImprovementsContractor’s bid, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount estimated cost of all Allowance Items to be incurred in connection with the construction of the Cost Proposal Tenant Improvements, based in part upon Contractor’s bid (the “Final Costs”) and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Datesuch date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, If at any time thereafter any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutionsAmount. Promptly following completion of construction of Tenant shall be responsible for all costs associated with the Tenant Improvements and payment to the extent the same exceed the Allowance (notwithstanding the content of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation the Cost Proposal). If after final determination of (i) the total actual cost of the Tenant Improvements, including all such actual costs are less than the Final Costs as determined above, Landlord shall refund to Tenant Improvement Allowance Items, and (ii) the total amount of such difference, up to the Tenant Improvement Allowance and amount of the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Tenant Improvement shall pay the Over-Allowance Amount to Landlord in accordance with the following schedule: (less any portion thereof already disbursed a) one-third (1/3) of the Over-Allowance Amount shall be due and payable by Landlord, or in the process of being disbursed by Landlord, Tenant to Landlord on or before the Cost Proposal Delivery Date), (b) one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord within ten (10) days after notice from Landlord to Tenant that the Architect has reasonably determined that the Improvements are at least fifty percent (50%) complete, and (c) the remaining one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord upon the Suite 700 Commencement Date. The Over-Allowance Amount then held by Landlord shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount andAmount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any eventsuch alterations, prior to the commencement and notifies Tenant of the construction need and cost for such alterations, then Tenant shall pay the cost of the revisions, such required changes or substitutionsin advance upon receipt of notice thereof. Promptly following completion of construction of the Tenant Improvements and payment of shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord shall prepare plus five percent (5%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of at such times and in such amounts as provided in this Section. To the extent that Section 4.3.1, then Landlord may, at its option, cease work in Suite 700 until such reconciliation discloses that the total costs time as Landlord receives such payment of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant(and such failure to deliver shall be treated as a default under the Lease, as amended, and a Tenant shall pay delay in accordance with the amount terms of such shortfall to Landlord within thirty (30) days after receipt of such reconciliationSection 5.2 below). To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant.EXHIBIT B

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference difference, if any, between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Landlord shall disburse to Contractor monthly as work progresses the amount reflected in Contractor's request for payment for Tenant Improvements completed by Contractor within the Premises through the last day of the prior month less an appropriate retainage. Payment shall be made fro the Tenant Improvement Allowance (less any portion thereof already disbursed and the Over-Allowance Amount deposited by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Tenant with Landlord pursuant to this Section 4.3.1. The amount distributed by Landlord in any month from the Over-Allowance Amount shall be disbursed not exceed the amount of Contractor's request for payment (less retainage) multiplied by Landlord prior to a fraction the disbursement numerator of any then remaining portion which is the Over-Allowance Amount and the denominator of which is the amount of the Tenant Improvement Allowance, and such disbursement Allowance set forth in Section 1.10 of the Lease. The balance of Contractor's request for payment shall be pursuant to the same procedure as disbursed by landlord from the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result which increase the cost of requests made by the Tenant Improvements, or as otherwise specified in Section 5.01(h) belowshould the cost of the Tenant Improvements increase for any other reason, any such additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantAmount.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Expansion Space Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Expansion Space Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowExpansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement an Over-Allowance Amount. Following completion of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewithExpansion Space Improvements, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) final cost statement which shall indicate the total cost final costs of the Tenant Improvements, including all Tenant Expansion Space Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant and Landlord shall deliver to Landlord cash in an identify the amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Allowance. The Over-Allowance Amount shall be disbursed by delivered from Tenant to Landlord prior to (on a pro-rata basis, based upon the disbursement of any then remaining portion percentage of the Tenant Improvement Allowance, and completed) within fifteen (15) days of Tenant’s receipt of an invoice for such disbursement shall be pursuant to portion of the same procedure as Over-Allowance Amount. In the Tenant Improvement Allowance. Ifevent that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs (above the cumulative amount of the Tenant Improvement Allowance and the then-existing Over-Allowance Amount) which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant added to Landlord immediately upon Landlord’s request as an addition to the such Over-Allowance Amount andand shall be delivered from Tenant to Landlord in accordance with the preceding sentence. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base, Shell and Core (as contrasted with the Tenant Improvements), and if Landlord (in its commercially reasonable discretion) agrees to any eventsuch alterations, prior to the commencement and notifies Tenant of the construction need and cost for such alterations, then Tenant shall pay the cost of the revisions, such required changes or substitutionsupon receipt of bills therefor. Promptly following completion of construction of the Tenant Improvements and payment of shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord plus a reasonable administration fee to Landlord; provided, however, in no event shall prepare such administrative fee exceed $250.00 with regard to any particular Base, Shell and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantCore alteration.

Over-Allowance Amount. On After Landlord’s approval of the Cost Proposal Delivery Date andPhase I Tenant’s Plans and the Phase I Contractor’s execution of the Phase I Construction Contract, but before construction of the Phase I Tenant’s Improvements commences, Tenant shall provide Landlord with a detailed breakdown of the Phase I Allowance Costs to be incurred or which have been incurred in any eventconnection with the construction of the Phase I Tenant’s Improvements and which costs form a basis for the amount of the Phase I Construction Contract (the “Phase I Allowance Costs Statement”). If the Phase I Allowance Costs set forth on the Phase I Allowance Costs Statement exceed the Tenant Allowance, then, concurrently with Tenant’s disclosure to Landlord of the Phase I Allowance Costs Statement, and prior to the commencement of the construction of the Tenant Phase I Tenant’s Improvements, Tenant shall deliver to supply Landlord with cash in an the amount of such excess (the “Over-Over Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Any Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, In the event that after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made Phase I Allowance Costs Statement has been delivered by Tenant to Landlord, the Phase I Allowance Costs shall increase (whether due to change orders of otherwise), then any resulting Over-Allowance Amount (or as otherwise specified in Section 5.01(hany resulting increase therein) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon within three (3) business days, or, at Landlord’s request as an addition to the option, Tenant shall make payment for such Over-Allowance Amount and(or such increase therein) out of its own funds, but Tenant shall continue to provide Landlord with the documents described in any event, prior Paragraph 3(B) above. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Phase I Tenant’s Improvements to the commencement extent the same exceed the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Phase I Work Letter and that Landlord shall have no obligation to advance funds on behalf of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) with the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Phase I Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant’s Work.

Over-Allowance Amount. After the Construction Drawings are signed by Landlord and Tenant, Contractor shall solicit bids from at least two (2) subcontractors in each major trade for the construction of the Tenant Improvements and shall provide Tenant with a cost proposal (the "Cost Proposal") in accordance with the Construction Drawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Costs to be incurred by Tenant in connection with the design and construction of the Tenant Improvements. Tenant's approval of the Cost Proposal shall not be unreasonably withheld, conditioned or delayed and shall be deemed approved if, within ten (10) days following Tenant's receipt of the Cost Proposal, Tenant fails to deliver written notice to Landlord identifying the basis for its disapproval thereof in reasonable detail and providing suggested revisions thereto. If Tenant so timely disapproves the Cost Proposal, then the parties shall promptly meet and resolve any differences as to the Cost Proposal. Upon Tenant's approval of the Cost Proposal in accordance herewith, Landlord shall be deemed authorized by Tenant to purchase materials for and perform the work of the Tenant Improvements. The date by which Tenant must approve and deliver the Cost Proposal to Landlord is referred to herein as the "Cost Proposal Delivery Date". On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i1) the amount of the Cost Proposal and (ii2) the amount of the Tenant Improvement Allowance (less any portion thereof of the Allowance already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount held by Landlord shall not bear interest and shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as Landlord's customary construction disbursement procedures. In the Tenant Improvement Allowance. If, event that after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement Amount. Following completion of the construction Tenant Improvements, Landlord shall deliver to Tenant a summary of the revisions, changes or substitutionsTenant Improvements Costs in reasonable detail. Promptly If following the completion of construction the Tenant Improvements, it is determined by Landlord that actual Tenant Improvements Costs in excess of the Allowance were other than the amount theretofore paid by Tenant to Landlord as the Over-Allowance Amount pursuant hereto, then within fifteen (15) days thereafter, the parties shall make such adjustment payment or refund, as applicable, so that Tenant shall have paid to Landlord the full amount by which the actual Tenant Improvements Costs exceed the Allowance. SECTION 4 CONTRACTOR'S WARRANTIES AND GUARANTIES Landlord will, upon completion of the Tenant Improvements and payment Tenant's acceptance of all costs incurred in connection therewiththe Premises, Landlord shall prepare and deliver assign to Tenant a reasonably detailed reconciliation of (i) all warranties and guaranties by the total cost of Contractor relating to the Tenant Improvements, including and Tenant hereby waives all Tenant Improvement Allowance Itemsclaims against Landlord relating to, and (ii) the total amount or arising out of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of construction of, the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantImprovements.

Over-Allowance Amount. On Tenant acknowledges that the Tenant Improvements are anticipated to cost approximately $398/rsf of the Premises; therefore, the Over-Allowance Amount will be significant. Within three (3) days after the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) ), if any, equal to 50% of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the remaining unused Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Improvements Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Improvements Allowance. IfThe remaining 50% of the Over-Allowance Amount shall be paid by Tenant to Landlord promptly once eighty percent (80%) of the Tenant Improvements Allowance is expended (other than any contingency amount withheld). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Improvements, then, subject to Section 5.01(h) 5.4 below, to the extent that the amount of the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes (whether or substitutions. Promptly following completion of construction of not the Tenant Improvements and payment of all costs incurred in connection therewithAllowance has then been fully used). Unless otherwise agreed by the parties, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and Improvements paid for by the Over-Allowance Amount payments previously made by shall be deemed Landlord’s property under the terms of the Lease. Tenant pursuant to the foregoing provisions of this Section. To the extent hereby acknowledges and agrees that such reconciliation discloses that the total Tenant shall be responsible for all costs of associated with the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of same exceed the Tenant Improvements is less than Allowance (notwithstanding the amount content of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantCost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the The difference between (i) the amount of the Cost Proposal Final Costs and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)commencement of construction of the Improvements) is referred to herein as the "Over-Allowance Amount". The In the event that an Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise exists in connection with such revisionsthe construction of the Improvements, changes then Tenant shall pay a percentage of each amount requested by Contractor or substitutions otherwise disbursed under this Work Letter, which percentage shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition equal to the Over-Allowance Amount anddivided by the amount of the Final Costs (after deducting from the Final Costs any amounts then expended from the Improvement Allowance, if any, in any eventconnection with the preparation of the Construction Drawings, and the cost of other Improvement Allowance Items incurred prior to the commencement of the construction of the revisionsImprovements) and such payments by Tenant (the "Over-Allowance Payments") shall be a condition to Landlord's obligation to pay any amounts from the Tenant Improvement Allowance. In the event that, changes or substitutions. Promptly following completion of after the Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary to such design and payment of all costs incurred construction in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost excess of the Tenant ImprovementsFinal Costs, including all Tenant Improvement Allowance Items, and (ii) shall be in accordance with the total amount terms of the Tenant Improvement Allowance immediately preceding sentence and the amounts to be disbursed by Landlord pursuant to the terms of this Work Letter thereafter shall be accordingly adjusted so that Landlord's disbursements in the aggregate pursuant to the terms of this Work Letter and Tenant's Over-Allowance Amount payments previously Payments are each proportionate to the adjusted Final Costs. In connection with any Over-Allowance Payment made by Tenant pursuant to this Section 4.2.1, Tenant shall provide Landlord with the foregoing provisions documents described in Sections 2.2.2.1(i), (ii), (iii) and (iv) of this SectionWork Letter, above, for Landlord's approval, prior to Tenant paying such costs. To In addition, if the extent that Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such reconciliation discloses that the total costs alterations, and notifies Tenant of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantneed and cost for such alterations, then Tenant shall pay the amount cost of such shortfall to Landlord within thirty required changes (30the "Change-Order") days after in advance upon receipt of such reconciliationnotice thereof. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount all direct architectural and/or engineering fees in connection with such Change-Order, plus seven percent (7%) of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantdirect architectural and/or engineering fees for Landlord's servicing and overhead.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Tenant shall deliver the Over-Allowance Amount in the following manner: fifty percent (50%) of the Over-Allowance Amount prior to start of construction and the remaining fifty percent (50%) of the Over-Allowance Amount upon completion of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord prior to the on a pro rata basis with disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) If the amount of the Third Floor Cost Proposal is equal to, or less than, the Maximum Third Floor Allowance Amount, then Tenant shall not be obligated to pay any of the costs and (ii) expenses of the Landlord’s Third Floor Expansion Premises TI Work. If the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Third Floor Cost Proposal Delivery Dateexceeds the Maximum Third Floor Allowance Amount (the amount of such excess, the “Third Floor Over Allowance Amount”), then Tenant shall pay to Landlord the Third Floor Over Allowance Amount. Tenant shall make progress payments to Landlord on account of the Third Floor Over Allowance Amount on a monthly basis, within thirty (30) days of receipt of each Billing (as hereinafter defined). The Each such monthly payment shall be an amount equal to the amount of the subject Billing, multiplied by a fraction, expressed as a percentage, the numerator of which is the Third Floor Over Allowance Amount, and the demonimator of which is the total amount of the Third Floor Cost Proposal. Notwithstanding the foregoing, from and after the date that Landlord has contributed the Maximum Third Floor Allowance Amount towards the costs and expenses of the Landlord’s Third Floor Expansion Premises TI Work, Tenant shall pay one hundred percent (100%) of each Billing. A Billing may not be submitted by Landlord to Tenant more than one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the amount due from Tenant, and shall include invoices from contractors, vendors and service providers, and applications for payment from the Contractor for work completed through the date of the Billing, as certified by the Contractor. Unless otherwise agreed by the parties, all Landlord’s Third Floor Expansion Premises TI Work paid for by the Over-Allowance Amount shall be disbursed by Landlord prior deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Landlord’s Third Floor Expansion Premises TI Work to the disbursement of any then remaining portion extent the same exceed the Maximum Third Floor Allowance Amount (notwithstanding the content of the Third Floor Cost Proposal). All amounts payable by Tenant Improvement Allowance, and such disbursement shall be hereunder constitute Additional Rent payable pursuant to the Lease, and the failure of Tenant to timely pay same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result an Event of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantDefault.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an identify the amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the anticipated total costs of constructing the Tenant Improvements as identified on the Cost Proposal (the "Anticipated Costs") and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) Improvements). In the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses event that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less Anticipated Costs are greater than the amount of the Tenant Improvement Allowance plus all (the "Anticipated Over-Allowance Amounts previously paid by TenantAmount"), Landlord then, Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage (the "Percentage") shall be equal to the Anticipated Over-Allowance Amount divided by the amount of the Anticipated Costs (after deducting from the Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvements incurred prior to the commencement of construction of the Tenant Improvements), and such overage payments by Tenant (the "Over-Allowance Payments") shall be a condition to Landlord's obligation to pay any amounts from the Tenant at Improvement Allowance (the "Tenant Improvement Allowance Payments"). After the initial determination of the Anticipated Costs, Tenant shall advise Landlord from time to time as such Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Tenant Improvements otherwise change and the Anticipated Over-Allowance Amount, and the Over-Allowance Payments shall be adjusted such that the Tenant Improvement Allowance Payments by Landlord delivers such reconciliation to Tenant.and the Over-Allowance Payments by Tenant shall accurately reflect the then-current amount of Anticipated Costs. 788288.01/WLA 375755-00007/8-9-18//ejw EXHIBIT B -3- CXXXXXX HIGHLINE 1000 Xxxxxxx Xxxxxx [Building 2] Roku, Inc.

Over-Allowance Amount. On Within two (2) business days following the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The To the extent reasonably practicable, the Over-Allowance Amount and the Tenant Improvement Allowance shall be disbursed by Landlord prior to pro rata, with Landlord’s Percentage Share (as defined below) of each disbursement being funded from the Tenant Improvement Allowance and the balance of each disbursement being funded from the Over-Allowance Amount. For purposes of any then remaining portion this Work Letter, “Landlord’s Percentage Share” shall be calculated by dividing the amount of the Tenant Improvement AllowanceAllowance by the estimated budget for the Tenant Improvements (including any change orders) as reasonably determined by Landlord from time to time, and such disbursement shall be pursuant to in no event exceed one hundred percent (100%). In the same procedure as the Tenant Improvement Allowance. Ifevent that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the aggregate amount of the Tenant Improvement Allowance and the Supplemental Allowance requested by Tenant (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance or Supplemental Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Date, any revisions, changes, changes or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) ), if any, equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the remaining unutilized Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Improvements Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to following the disbursement of any then remaining portion of the Tenant Improvement Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Improvements Allowance. IfThe remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to Landlord once the Tenant Improvements Allowance is expended (i.e. prior to Landlord’s use of the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Improvements, then, subject to Section 5.01(h) 5.4 below, to the extent that the amount of the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes (whether or substitutions. Promptly following completion of construction of not the Tenant Improvements and payment of all costs incurred in connection therewithAllowance has then been fully used). Unless otherwise agreed by the parties, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and Improvements paid for by the Over-Allowance Amount payments previously made by shall be deemed Landlord’s property under the terms of the Lease. Tenant pursuant to the foregoing provisions of this Section. To the extent hereby acknowledges and agrees that such reconciliation discloses that the total Tenant shall be responsible for all costs of associated with the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of same exceed the Tenant Improvements is less than Allowance (notwithstanding the amount content of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantCost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an identify the amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in Allowance. In the process of being disbursed by Landlord, on or before event that the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to is greater than the disbursement of any then remaining portion amount of the Tenant Improvement Allowance, then Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Cost Proposal (after deducting from the Cost Proposal any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), and such disbursement payments by Tenant (the "Over-Allowance Payments") shall be pursuant a condition to the same procedure as Landlord's obligation to pay any amounts from the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition added to the Over-Allowance Amount andand the Final Costs, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to Payments shall be recalculated in accordance with the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs terms of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantimmediately preceding sentence.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over"OVER-Allowance Amount”ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement Amount. Promptly after Substantial Completion of the construction of Improvements in the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewithPremises, Landlord shall prepare and deliver perform an accounting to Tenant a reasonably detailed reconciliation of (i) determine the total cost of the Tenant Improvements, including all Tenant Improvement Allowance ItemsItems and, and (ii) to the total amount of the extent Tenant Improvement Allowance and has overpaid the Over-Allowance Amount payments previously made by Amount, Landlord shall refund such excess to Tenant pursuant to within ten (10) days, or, if Tenant has underpaid the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord within thirty ten (3010) days after Tenant's receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenanta reasonably particularized invoice.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an identify the estimated amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the Tenant Improvement Allowance Allowance. Tenant shall pay, on a monthly basis, within five (less any portion thereof already 5) business days of written notice from Landlord, a percentage of each amount disbursed by LandlordLandlord to the Contractor or otherwise disbursed under this Tenant Work Letter, or in which percentage shall be equal to the process amount of being disbursed the “Over-Allowance Amount,” as such term is defined below, divided by Landlord, on or before the amount of the Cost Proposal Delivery Date)Proposal, and such payment by Tenant shall be a condition to Landlord’s obligation to pay any further amounts of the Tenant Improvement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to concurrently with the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements pursuant to a “Change Order,” as a result of requests made by Tenant or as otherwise specified that term is defined in Section 5.01(h) 4.4, below, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs, in each case to the extent set forth in the approved Change Order, shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantAmount.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement Tenant shall be responsible for payment of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount and the Tenant Improvement Allowance shall be disbursed on a prorata basis with the portion of each such disbursement attributable to the Over-Allowance Amount being equal to the percentage that the Over-Allowance Amount bears to the Cost Proposal. Within three (3) business days of notice from Landlord of the amount of each disbursement to be made by Landlord prior to the disbursement of any then remaining portion of in connection with the Tenant Improvement Allowance, and Tenant shall deliver funds to Landlord in the amount of the Over-Allowance Amount portion of such disbursement shall be pursuant to disbursement. In the same procedure as the Tenant Improvement Allowance. Ifevent that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition added to the Cost Proposal to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Construction Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be held in escrow by Landlord and shall be disbursed by Landlord prior subsequent to the disbursement of any then remaining portion of the Tenant Improvement entire Construction Allowance, and such . Such disbursement shall be pursuant to the same procedure as the Tenant Improvement Construction Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Improvements, Tenant or as otherwise specified in Section 5.01(h) below, will deposit with Landlord an amount equal to any estimated additional costs which are anticipated to arise in connection with such revisions, changes or substitutions immediately upon acceptance of such revisions, changes or substitutions by Landlord. Such additional Over-Allowance Amount shall be paid held by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, and disbursed by Landlord in any event, prior to the commencement of the construction of the revisions, changes or substitutionsaccordance with this section 4.3. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of Within ten (i10) the total cost days after Substantial Completion of the Tenant Improvements, including satisfaction of all Tenant Improvement Allowance Itemspunch list items, and (ii) delivery of a final Mechanics Lien Waiver from the total amount Contractor to the Landlord, Landlord will return to Tenant any portion of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantremaining undisbursed.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an The amount (the “Over-Allowance Amount”) that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement TI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Date that is not otherwise included within the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount," Tenant shall pay to Landlord (a) one-half (1/2) of such Over-Allowance Amount no later than ten (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount on or before August 15, 2001. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement TI Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement TI Allowance. If, In the event that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount andas follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) the remaining one-half (1/2) of such additional amount upon Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete but in no event later than August 15, in 2001. In the event any event, prior to the commencement of the construction of the such revisions, changes or substitutionssubstitutions occur after August 15, 2001, Tenant shall pay for such additional amounts within five (5) days after Landlord's invoice therefor. Promptly following completion of construction In addition, upon Landlord's determination of the Tenant Improvements and payment of all actual costs incurred in connection therewith, by or on behalf of Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) for the total cost of the Tenant Improvements, including all Tenant Improvement TI Allowance Items, and (ii) Tenant shall pay Landlord the total amount amount, if any, by which such actual costs exceed the sum of the Tenant Improvement T1 Allowance and the Over-Allowance Amount payments previously made by within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant pursuant to deposit with Landlord the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the full amount of such shortfall excess prior to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs Landlord's delivery of the Tenant Improvements is less than the amount Premises to Tenant. No portion of the TI Allowance shall be used to pay Tenant Improvement Allowance plus all Over-Allowance Amounts previously or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantin full.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements--------------------- Date, Tenant shall deliver to Landlord cash in an amount (the “Over"OVER-Allowance Amount”ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant and Core Improvement Allowance (less including any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery DateAbove Standard Allowance). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant and Core Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant and Core Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in any eventthe Base, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements Shell and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of Core (i) the total cost of as contrasted with the Tenant Improvements, including all Tenant Improvement Allowance Items), and (ii) the total amount if Landlord in its reasonable discretion agrees to any such alterations, and notifies Tenant of the Tenant Improvement Allowance need and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that cost for such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantalterations, then Tenant shall pay the amount cost of such shortfall to Landlord within thirty (30) days after required changes upon receipt of such reconciliationbills therefor. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantall direct architectural and/or engineering fees in connection therewith.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Third Expansion Space Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Third Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Third Expansion Space Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowThird Expansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement an Over-Allowance Amount. Following completion of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewithThird Expansion Space Improvements, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation final cost statement which shall indicate the final costs of the Third Expansion Space Improvement Allowance Items, and within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord the amount by which (a) the final costs of the Third Expansion Space Improvement Allowance Items exceeds (b) the sum of (i) the total cost of the Tenant Improvements, including all Tenant Expansion Space Improvement Allowance Itemspaid or payable under this Tenant Work Letter, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant.

Over-Allowance Amount. On the Cost Proposal Delivery Date andDate, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant Lessee shall deliver to Landlord Lessor cash in an amount (the “"Over-Allowance Amount”") equal to the difference between excess (if any) of (i) the amount of the Cost Proposal and over (ii) the amount of the Tenant Lessee Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Allowance. The Over-Allowance Amount shall be disbursed by Landlord Lessor prior to the disbursement of any then remaining portion of the Tenant Lessee Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Lessee Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowLessee Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant Lessee to Landlord Lessor immediately upon Landlord’s Lessor's request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement an Over-Allowance Amount. Following completion of the construction Lessee Improvements, Lessor shall deliver to Lessee a final cost statement which shall indicate the final costs of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Lessee Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and if such cost statement indicates that Lessee has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenantstatement, Landlord Lessee shall pay deliver to Lessor the amount of such overage underpayment or Lessor shall return to Tenant at Lessee the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the The difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance shall be referred to herein as the “Over-Allowance Amount.” The Over-Allowance Amount shall be delivered by Tenant to Landlord as follows: (less any portion thereof already disbursed by Landlord, or in A) twenty-five percent (25%) of the process of being disbursed by Landlord, on or before Over-Allowance Amount shall be delivered to Landlord within seven (7) days after the Cost Proposal Delivery Date), (B) another twenty-five percent (25%) of the Over-Allowance Amount shall be delivered to Landlord on or before January 1, 2013, (C) another twenty-five percent (25%) of the Over-Allowance Amount shall be delivered to Landlord on or before February 1, 2013, and (D) the remaining twenty-five percent (25%) of the Over-Allowance Amount shall be delivered to Landlord on or before March 1, 2013. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of along with any then remaining portion of the Tenant Improvement AllowanceAllowance to be paid by Landlord, and such disbursement shall be pursuant to the same conditions and procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. In addition, 692500.09/WLA371593-00023/6-13-12/ao/ao EXHIBIT B KEY CENTER[Xxxxxx Realty, L.P.][Concur Technologies, Inc.] if after the Final Working Drawings are approved, or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any eventsuch alterations, prior to the commencement and notifies Tenant of the construction need and cost for such alterations, then Tenant shall pay the cost of such required changes the revisions, changes or substitutionsOver‑Allowance Amount. Promptly following completion of construction of the Tenant Improvements and payment of shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord shall prepare and . In the event that Tenant fails to deliver to Tenant a reasonably detailed reconciliation any portion of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the foregoing provisions of this Section. To the extent that Premises until such reconciliation discloses that the total costs time as Landlord receives payment of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, (and such failure to deliver shall be treated as a Tenant shall pay delay in accordance with the amount terms of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantSection 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over"OVER-Allowance Amount”ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less Allowance, plus any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Additional Tenant Improvement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. Notwithstanding the foregoing, in the event that Tenant requests any event, prior change to the commencement Approved Working Drawings ("Change"), which Change may result in an additive or deductive change in the guaranteed maximum amount ("GMAX") of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewithConstruction Contract, Landlord shall prepare obtain from the Contractor and deliver to provide Tenant a reasonably detailed reconciliation copy of a binding change order ("Change Order") setting forth the fixed amount of increase, if any, or decrease, if any, in the GMAX and the extension of time, if any, required in the event such Changes are implemented. Within three (3) business days following Tenant's receipt of the proposed Change Order, Tenant shall either approve the proposed Change Order (in which case the Changes will be implemented promptly by the Contractor), or disapprove the same (in which case the Changes will not be implemented). Notwithstanding any provision of this Tenant Work Letter to the contrary, no request for a Change or any other activity related to a Change shall constitute a Tenant Delay unless and until (i) the total cost of the same qualifies as a Tenant ImprovementsDelay under Section 5.2, including all Tenant Improvement Allowance Itemsbelow, and (ii) the total amount of the Tenant Improvement Allowance such Change and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid Change Order with respect thereto is approved in writing by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. EXHIBIT E -5- 48 4.3.2 Landlord's Retainment of Contractor. After Tenant selects the Contractor, in any event, prior Landlord shall independently retain Contractor to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of construct the Tenant Improvements in accordance with the Approved Working Drawings and payment of all costs incurred in connection therewith, the Cost Proposal and Landlord shall prepare supervise the construction by Contractor, and deliver Tenant shall pay a construction supervision and management fee (the "Landlord Supervision Fee") to Tenant a reasonably detailed reconciliation Landlord in an amount equal to the product of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, ten percent (10.0%) and (ii) the total an amount of equal to the Tenant Improvement Allowance and plus the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that (as such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, may increase pursuant to the terms of this Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantWork Letter).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance Allowances (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery DateDate and subject to the Additional Allowance). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement AllowanceAllowances, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord’s request as an addition therefor to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewithEXHIBIT B -4- XXXXXX XXXXX SCIENCE CENTER Regulus Therapeutics Improvements, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) final cost statement which shall indicate the total cost final costs of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions Amount, then within ten (10) business days after Tenant’s receipt of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantstatement, Tenant shall pay deliver to Landlord the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, underpayment or Landlord shall pay return to Tenant the amount of such overage to Tenant at overpayment, as the time that Landlord delivers such reconciliation to Tenantcase may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall deliver provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in SECTIONS 2.2.1.1 THROUGH 2.2.1.11, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of Tenant’s contract with Contractor (the “Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount (the “Over-Allowance Amount”) equal to the difference between amount by which the Final Costs exceed, by more than One Million Dollars (i) the amount of the Cost Proposal and (ii) the amount of $1,000,000.00), the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Datecommencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal DateFinal Costs have been delivered by Tenant to Landlord, any revisions, changes, or substitutions shall be made the costs relating to the Construction Drawings or design and construction of the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowshall change, any additional costs which arise necessary to such design and construction in connection with such revisionsexcess of the Final Costs, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantat Landlord’s option, Tenant shall pay the amount make payments for such additional costs out of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantits own funds.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance Allowances (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement AllowanceAllowances, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement AllowanceAllowances. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and EXHIBIT B shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord’s request as an addition therefor to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions Amount, then within ten (10) business days after Tenant’s receipt of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantstatement, Tenant shall pay deliver to Landlord the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, underpayment or Landlord shall pay return to Tenant the amount of such overage to Tenant at overpayment, as the time that Landlord delivers such reconciliation to Tenantcase may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) ), if any, equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the remaining unutilized Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Improvements Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to following the disbursement of any then remaining portion of the Tenant Improvement Improvements Allowance, and such disbursement shall be pursuant to the same EXHIBIT D procedure as the Tenant Improvement Improvements Allowance. IfThe remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to the Landlord once the Tenant Improvements Allowance is expended (i.e. prior to the Landlord’s use of the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Improvements, then, subject to Section 5.01(h) 5.4, below, to the extent that the amount of the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes (whether or substitutions. Promptly following completion of construction of not the Tenant Improvements and payment of all costs incurred in connection therewithAllowance has then been fully utilized). Unless otherwise agreed by the parties, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and Improvements paid for by the Over-Allowance Amount payments previously made by shall be deemed Landlord’s property under the terms of the Lease. Tenant pursuant to the foregoing provisions of this Section. To the extent hereby acknowledges and agrees that such reconciliation discloses that the total Tenant shall be responsible for all costs of associated with the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of same exceed the Tenant Improvements is less than Allowance (notwithstanding the amount content of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantCost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) ), if any, equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the remaining unutilized Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Improvements Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to following the disbursement of any then remaining portion of the Tenant Improvement Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Improvements Allowance. IfThe remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to Landlord once the Tenant Improvements Allowance is expended (i.e. prior to Landlord’s use of the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Improvements, then, subject to Section 5.01(h) 5.4 below, to the extent that the amount of the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Over- Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes (whether or substitutions. Promptly following completion of construction of not the Tenant Improvements and payment of all costs incurred in connection therewithAllowance has then been fully used). Unless otherwise agreed by the parties, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and Improvements paid for by the Over-Allowance Amount payments previously made by shall be deemed Landlord’s property under the terms of the Lease. Tenant pursuant to the foregoing provisions of this Section. To the extent hereby acknowledges and agrees that such reconciliation discloses that the total Tenant shall be responsible for all costs of associated with the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of same exceed the Tenant Improvements is less than Allowance (notwithstanding the amount content of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantCost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the The difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in is herein called the process of being disbursed by Landlord, on or before “Over-Allowance Amount”. On the Cost Proposal Delivery Date). The , Tenant shall deliver to Landlord an amount equal to twenty percent (20%) of the Over-Allowance Amount (the “Initial Payment”). Tenant shall be disbursed by pay to Landlord prior to the remainder of the Over-Allowance Amount on a pari passu basis (after deducting the Initial Payment) with Landlord’s disbursement of any then remaining portion the Allowance as work progresses. Concurrent with Landlord’s request for payments of the Over-Allowance Amount (following the Initial Payment) Landlord shall deliver to Tenant Improvement Allowancean affidavit of the Contractor detailing the work that has been performed as of the date of such affidavit, and as well as such disbursement shall be pursuant to other information as is customarily contained in requests for disbursements of construction funds. In the same procedure as the Tenant Improvement Allowance. Ifevent that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount andAmount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in any eventthe Base, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements Shell and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of Core (i) the total cost of as contrasted with the Tenant Improvements, including all Tenant Improvement Allowance Items), and (ii) the total amount if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the Tenant Improvement Allowance need and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that cost for such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantalterations, then Tenant shall pay the amount cost of such shortfall to Landlord within thirty (30) days after required changes upon receipt of such reconciliationbills therefor. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantall direct architectural and/or engineering fees in connection therewith.

Over-Allowance Amount. On the Cost Proposal Delivery Date andDate, in any event, prior to Landlord shall determine the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date that is EXHIBIT B Health Management Systems Corporate Point not otherwise included within the Cost Proposal, including any costs incurred by Landlord and/or Tenant for the preparation of the Construction Drawings). Tenant shall pay the Over-Allowance Amount to Landlord in accordance with the following schedule: (a) one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord on the Cost Proposal Delivery Date), (b) one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord within ten (10) days after notice from Landlord to Tenant that the Improvements are at least fifty percent (50%) complete, and (c) the remaining one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord upon the Commencement Date of this Lease. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, In the event that after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount andAmount. In addition, in any event, prior to the commencement upon Landlord’s determination of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all actual costs incurred in connection therewith, by or on behalf of Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) for the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) Tenant shall pay Landlord the total amount amount, if any, by which such actual costs exceed the sum of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant pursuant to deposit with Landlord the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the full amount of such shortfall excess prior to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs Landlord’s delivery of the Tenant Improvements is less than the amount Premises to Tenant. No portion of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously shall be used to pay Tenant or Tenant’s agents, contractors or employees, unless and until Landlord’s contractors and any other persons and entities employed by or under contract with Landlord have been paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantin full.

Over-Allowance Amount. On After Landlord’s approval of the Cost Proposal Delivery Date andPhase II Tenant’s Plans and the Phase II Contractor’s execution of the Phase II Construction Contract, but before construction of the Phase II Tenant’s Improvements commences, Tenant shall provide Landlord with a detailed breakdown of the Phase II Allowance Costs to be incurred or which have been incurred in any eventconnection with the construction of the Phase II Tenant’s Improvements and which costs form a basis for the amount of the Phase II Construction Contract (the “Phase II Allowance Costs Statement”). If the Phase II Allowance Costs set forth on the Phase II Allowance Costs Statement exceed the Remaining Allowance, then, concurrently with Tenant’s disclosure to Landlord of the Phase II Allowance Costs Statement, and prior to the commencement of the construction of the Tenant Phase II Tenant’s Improvements, Tenant shall deliver to supply Landlord with cash in an the amount of such excess (the “Over-Over Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Any Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Remaining Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Remaining Allowance. If, In the event that after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made Phase II Allowance Costs Statement has been delivered by Tenant to Landlord, the Phase II Allowance Costs shall increase (whether due to change orders of otherwise), then any resulting Over-Allowance Amount (or as otherwise specified in Section 5.01(hany resulting increase therein) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon within three (3) business days, or, at Landlord’s request as an addition to the option, Tenant shall make payment for such Over-Allowance Amount and(or such increase therein) out of its own funds, but Tenant shall continue to provide Landlord with the documents described in any event, prior Paragraph 3(B) above. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Phase II Tenant’s Improvements to the commencement extent the same exceed the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Phase II Work Letter and that Landlord shall have no obligation to advance funds on behalf of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) with the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Phase II Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant’s Work.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior Prior to the commencement of the construction of the Tenant Improvements, Landlord and Tenant shall deliver to Landlord cash in an identify the amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). In the event that the amount of the Cost Proposal is greater than the amount of the Tenant Improvement Allowance, then, within ten (10) days of request from Landlord following Landlord’s receipt of a payment request from Contractor, Tenant shall pay to Landlord a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Cost Proposal. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant added to Landlord immediately upon Landlord’s request as an addition to the Cost Proposal and the Over-Allowance Amount andshall be recalculated and paid by Tenant as provided above in this Section 4.3.1. In the event that any such recalculation shall occur after Tenant has commenced payment of the Over-Allowance Amount, in any event, prior then the recalculation pursuant to the commencement of the construction of the revisionsimmediately preceding sentence shall be retroactively applied and Tenant shall, changes or substitutionswithin ten (10) business days, pay to Landlord any shortfall in Over-Allowance Amounts previously paid to Landlord. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) If the amount of the Cost Proposal is equal to, or less than, the Maximum Allowance Amount, then Tenant shall not be obligated to pay any of the costs and (ii) expenses of the Landlord’s TI Work. If the amount of the Cost Proposal exceeds the Maximum Allowance Amount (the amount of such excess, the “Over Allowance Amount”), then Tenant Improvement shall pay to Landlord the Over Allowance Amount. Tenant shall make progress payments to Landlord on account of the Over Allowance Amount on a monthly basis, within thirty (less any portion thereof already disbursed 30) days of receipt of each Billing (as hereinafter defined). Each such monthly payment shall be an amount equal to the amount of the subject Billing, multiplied by Landlorda fraction, or in expressed as a percentage, the process numerator of being disbursed by Landlordwhich is the Over Allowance Amount, on or before and the demonimator of which is the total amount of the Cost Proposal Delivery Date)Proposal. The Notwithstanding the foregoing, from and after the date that Landlord has contributed the Maximum Allowance Amount towards the costs and expenses of the Landlord’s TI Work, Tenant shall pay one hundred percent (100%) of each Billing. A Billing may not be submitted by Landlord to Tenant more than one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the amount due from Tenant, and shall include invoices from contractors, vendors and service providers, and applications for payment from the Contractor for work completed through the date of the Billing, as certified by the Contractor. Unless otherwise agreed by the parties, all Landlord’s TI Work paid for by the Over-Allowance Amount shall be disbursed by Landlord prior deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Landlord’s TI Work to the disbursement of any then remaining portion extent the same exceed the Maximum Allowance Amount (notwithstanding the content of the Cost Proposal). All amounts payable by Tenant Improvement Allowance, and such disbursement shall be hereunder constitute Additional Rent payable pursuant to the Lease, and the failure of Tenant to timely pay same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result an Event of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantDefault.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be he disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. Ifin the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “The term "Over-Allowance Amount”) " shall mean the amount equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the Tenant Improvement Allowance Allowance, or Allowances if Tenant has elected to cause Landlord to provide the Additional Allowance, (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be deposited with Landlord by Tenant within five (5) business days following Landlord's notice that the Allowances have been fully disbursed, and thereafter the Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal DateAllowances have been fully disbursed, any revisions, changes, or substitutions shall be made to the Construction Approved Working Drawings or the Tenant Improvements as a result at the request of requests made by Tenant or as otherwise specified in Section 5.01(h) belowTenant, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord’s 's request as an addition therefor to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior an Over-Allowance Amount. Upon Tenant's request from time to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewithtime, Landlord shall prepare promptly provide Tenant with copies of all cost statements and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost back-up materials provided by Contractor. Following completion of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, with all appropriate back-up information requested by Tenant, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions Amount, then within ten (10) business days after Tenant's receipt of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantstatement, Tenant shall pay deliver to Landlord the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, underpayment or Landlord shall pay return to Tenant the amount of such overage to Tenant at overpayment, as the time that Landlord delivers such reconciliation to Tenantcase may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an The amount (the “Over-Allowance Amount”) that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement TI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Date that is not otherwise included within the Cost Proposal) shall be referred to herein as the "OVER-ALLOWANCE AMOUNT." Tenant shall pay to Landlord (a) one-half (1/2) of such Over- Allowance Amount no later than ten (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount on or before August 15, 2001. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement TI Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement TI Allowance. If, In the event that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount andas follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) the remaining one-half (1/2) of such additional amount upon Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete but in no event later than August 15, in 2001. In the event any event, prior to the commencement of the construction of the such revisions, changes or substitutionssubstitutions occur after August 15, 2001, Tenant shall pay for such additional amounts within five (5) days after Landlord's invoice therefor. Promptly following completion of construction In addition, upon Landlord's determination of the Tenant Improvements and payment of all actual costs incurred in connection therewith, by or on behalf of Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) for the total cost of the Tenant Improvements, including all Tenant Improvement TI Allowance Items, and (ii) Tenant shall pay Landlord the total amount amount, if any, by which such actual costs exceed the sum of the Tenant Improvement TI Allowance and the Over-Allowance Amount payments previously made by within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant pursuant to deposit with Landlord the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the full amount of such shortfall excess prior to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs Landlord's delivery of the Tenant Improvements is less than the amount Premises to Tenant. No portion of the TI Allowance shall be used to pay Tenant Improvement Allowance plus all Over-Allowance Amounts previously or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantin full.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any then remaining portion of the Tenant Improvement Allowance, and such disbursement XXXXXX REALTY THE CAMPUS AT SORRENTO GATEWAY 702009.06/WLA EXHIBIT B -5- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.] shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount andAmount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any eventsuch alterations, prior to the commencement and notifies Tenant of the construction need and cost for such alterations, then Tenant shall pay the cost of the revisions, such required changes or substitutionsin advance upon receipt of notice thereof. Promptly following completion of construction of the Tenant Improvements and payment of shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord shall prepare plus five percent (5%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the foregoing provisions of this Section. To the extent that Premises until such reconciliation discloses that the total costs time as Landlord receives payment of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, (and such failure to deliver shall be treated as a Tenant shall pay delay in accordance with the amount terms of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantSection 5.2 below).

Over-Allowance Amount. On If the Cost Construction Pricing Proposal Delivery Date andexceeds the Allowance, in any event, prior to the commencement of the construction of the Tenant Improvements, then Tenant shall deliver to Landlord cash in an the amount of such excess (for purposes of this Exhibit B, the “Over-Allowance Amount”) equal to the difference between in two installments: (i) the amount fifty percent (50%) concurrently with its delivery to Landlord of its approval of the Cost Construction Pricing Proposal (the “Initial Payment”), and (ii) fifty percent (50%) upon the amount earlier of (A) 45 days after the date of commencement of construction of the Tenant Improvement Allowance (less any portion thereof already disbursed by LandlordWork, or (B) the first date on which Landlord has disbursed the entire Initial Payment in accordance with the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)provisions hereof. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance; provided, however, that any portion of the Over-Allowance Amount held by Landlord shall be disbursed by Landlord before the Allowance. If, after the Cost Construction Pricing Proposal Dateis approved by Tenant, (a) any revisions, changes, or substitutions shall be revision is made to the Construction Approved Additional Programming Information or the Approved Architectural Drawings, or Tenant disapproves any Engineering Drawings that satisfy the Engineering Requirements, or the Tenant Improvements as Improvement Work is otherwise changed, in each case in a result way that increases the Construction Pricing Proposal, or (b) the Construction Pricing Proposal is otherwise increased to reflect the actual cost of requests made all Allowance Items to be incurred by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisionsthe performance of the Tenant Improvement Work pursuant to the terms hereof, changes then Tenant shall deliver any resulting Over-Allowance Amount (or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to any resulting increase in the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (iAmount) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) 10 business days after receipt of Landlord’s request following such reconciliation. To increase in the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantConstruction Pricing Proposal.”

Over-Allowance Amount. On the Cost Proposal Delivery Date andDate, in any event, prior to the commencement of the construction of the Tenant Improvements, --------------------- Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the after disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, In the event that after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. In addition, in any event, prior to the commencement upon Landlord's determination of the construction actual costs incurred by or on behalf of Landlord for the Construction Costs, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant pursuant deposit with Landlord the full amount of such excess prior to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs Landlord's delivery of the Tenant Improvements exceeds the amount applicable portion of the Tenant Expansion Space to Tenant. No portion of the Improvement Allowance plus all shall be used to pay Tenant or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in full. Any unused portion of the Over-Allowance Amount previously paid by Tenant, will be returned to Tenant shall pay promptly after completion of the amount of such shortfall to Landlord within thirty (30) days after Improvements and the receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantinvoices.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant Improvement Allowance within five (less any portion thereof already disbursed by Landlord, or in 5) business days following the process occurrence 701285.05/WLA214064-00137/12-20-12/eg/eg EXHIBIT X-0- XXXXXX XXXXXX DEL MAR[Second Amendment/Substitute Premises Amendment][Volcano Corporation] of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Date and the remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to Landlord when approximately fifty percent (50%) of the Improvements are complete. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any eventsuch alterations, prior to the commencement and notifies Tenant of the construction need and cost for such alterations, then Tenant shall pay the cost of the revisions, such required changes or substitutionsin advance upon receipt of notice thereof. Promptly following completion of construction of the Tenant Improvements and payment of shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord shall prepare plus seven percent (7%) of such direct costs for Landlord's servicing and overhead. In the event that Tenant fails to deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the foregoing provisions of this Section. To the extent that Premises until such reconciliation discloses that the total costs time as Landlord receives payment of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, (and such failure to deliver shall be treated as a Tenant shall pay delay in accordance with the amount terms of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantSection 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) If the amount of the First Floor Cost Proposal is equal to, or less than, the Maximum First Floor Allowance Amount, then Tenant shall not be obligated to pay any of the costs and (ii) expenses of the Landlord’s First Floor Expansion Premises TI Work. If the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the First Floor Cost Proposal Delivery Dateexceeds the Maximum First Floor Allowance Amount (the amount of such excess, the “First Floor Over Allowance Amount”), then Tenant shall pay to Landlord the First Floor Over Allowance Amount. Tenant shall make progress payments to Landlord on account of the First Floor Over Allowance Amount on a monthly basis, within thirty (30) days of receipt of each Billing (as hereinafter defined). The Each such monthly payment shall be an amount equal to the amount of the subject Billing, multiplied by a fraction, expressed as a percentage, the numerator of which is the First Floor Over Allowance Amount, and the demonimator of which is the total amount of the First Floor Cost Proposal. Notwithstanding the foregoing, from and after the date that Landlord has contributed the Maximum First Floor Allowance Amount towards the costs and expenses of the Landlord’s First Floor Expansion Premises TI Work, Tenant shall pay one hundred percent (100%) of each Billing. A Billing may not be submitted by Landlord to Tenant more than one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the amount due from Tenant, and shall include invoices from contractors, vendors and service providers, and applications for payment from the Contractor for work completed through the date of the Billing, as certified by the Contractor. Unless otherwise agreed by the parties, all Landlord’s First Floor Expansion Premises TI Work paid for by the Over-Allowance Amount shall be disbursed by Landlord prior deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Landlord’s First Floor Expansion Premises TI Work to the disbursement of any then remaining portion extent the same exceed the Maximum First Floor Allowance Amount (notwithstanding the content of the First Floor Cost Proposal). All amounts payable by Tenant Improvement Allowance, and such disbursement shall be hereunder constitute Additional Rent payable pursuant to the Lease, and the failure of Tenant to timely pay same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result an Event of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantDefault.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant --------------------- shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the after disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, In the event that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. In addition, in any event, prior to the commencement upon Landlord's determination of the construction actual costs incurred by or on behalf of Landlord for the Construction Costs, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant pursuant deposit with Landlord the full amount of such excess prior to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs Landlord's delivery of the Tenant Improvements exceeds the amount applicable portion of the Tenant Expansion Space or the Second Expansion Space to Tenant. No portion of the Improvement Allowance plus all shall be used to pay Tenant or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in full. Any unused portion of the Over-Allowance Amount previously paid by Tenant, will be returned to Tenant shall pay promptly after completion of the amount of such shortfall to Landlord within thirty (30) days after Improvements and the receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantinvoices.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Allowance. The Over-Allowance Amount shall be disbursed by paid in three (3) installments: (a) 30% within five (5) business days following the Cost Proposal Delivery Date, (ii) 30% within five (5) business days following the date Landlord prior to determines the disbursement of any then remaining portion Tenant Improvements are 75% Substantially Completed; (c) 30% within five (5) business days following Substantial Completion of the Tenant Improvement Allowance, Improvements; and such disbursement shall be pursuant to (d) the same procedure as final 10% within five (5) business days following completion of the Tenant Improvement Allowancepunch list items. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount, in any event, prior but only to the commencement of the construction of the extent such revisions, changes or substitutions. Promptly following completion of construction substitutions are required by Legal Requirements, due to material shortfall or unavailability, part of the permit process or requested by Tenant. In addition, if the Final Construction Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Tenant Improvements Improvements), and payment if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes in advance upon receipt of notice thereof. Tenant shall pay all costs incurred direct architectural and/or engineering fees in connection therewith, Landlord shall prepare and . In the event that Tenant fails to deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the foregoing provisions of this Section. To the extent that Premises until such reconciliation discloses that the total costs time as Landlord receives payment of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, (and such failure to deliver shall be treated as a Tenant shall pay Delay in accordance with the amount terms of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantSection 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Expansion Space Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date); in accordance with the following schedule: (a) $1,000,000.00 of the Over-Allowance Amount (the "Initial Construction Deposit") shall by delivered to Landlord within two (2) business days after the Cost Proposal Delivery Date; and (b) the remaining balance of the Over-Allowance Amount shall be delivered to Landlord from time-to-time (but no more frequently than once every thirty (30) days) within ten (10) business days after written request of Landlord (each, a "Funding Request") in amounts specified by Landlord in each such Funding Request. Landlord may give multiple Funding Requests. Landlord agrees that the amounts specified in each Funding Request shall be Landlord's good faith estimate of the amounts necessary to make payment to third parties for the cost of Expansion Space Improvement Allowance Items that have been incurred or will be incurred within thirty (30) days after the date of the Funding Request. Any failure of Tenant to deliver to Landlord any portion of the Over-Allowance Amount in cash as and when due as provided above, which is not cured within five (5) days after receipt of written notice from Landlord of such failure, shall constitute an Event of Default under the Lease. The Over-Allowance Amount (i.e., the Initial Construction Deposit and the funds received by Landlord from Tenant under clause (b) of this Section 4.3.1) shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Expansion Space Improvement Allowance. IfIn the event that, after the Cost Proposal Dateis approved by Tenant, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowExpansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement an Over-Allowance Amount. Following completion of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewithExpansion Space Improvements, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation final cost statement together with copies of (i) invoices or other reasonable evidence from Landlord of such costs which shall indicate the total cost of final costs of, and payments made toward, the Tenant Improvements, including all Tenant Expansion Space Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time amount of such overpayment, as the case may be. For clarity, it is the intent of the parties that Landlord delivers such reconciliation to Tenantthe final Over Allowance Amount be determined taking into account the use of the entire Expansion Space Improvement Allowance for payment of Expansion Space Improvement Allowance Items."

Over-Allowance Amount. On the Cost Proposal Delivery Date andDate, in any event, prior to the commencement of the construction of the Tenant Improvements, --------------------- Tenant shall deliver to Landlord cash in an amount (the “Over"OVER-Allowance Amount”ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant and Core Improvement Allowance (less including any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery DateAbove Standard Allowance). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant and Core Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant and Core Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in any eventthe Base, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements Shell and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of Core (i) the total cost of as contrasted with the Tenant Improvements, including all Tenant Improvement Allowance Items), and (ii) the total amount if Landlord in its reasonable discretion agrees to any such alterations, and notifies Tenant of the Tenant Improvement Allowance need and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that cost for such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantalterations, then Tenant shall pay the amount cost of such shortfall to Landlord within thirty (30) days after required changes upon receipt of such reconciliationbills therefor. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantall direct architectural and/or engineering fees in connection therewith.

Over-Allowance Amount. On the Cost Proposal Delivery Date andDate, in any event, prior to the commencement of the construction of the Tenant Improvements, Landlord and Tenant shall deliver to Landlord cash in an determine the amount (the “Over"OVER-Allowance Amount”ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Tenant shall pay such Over-Allowance Amount on a pro-rata basis throughout the course of construction of the Improvements as such costs are incurred. Such payment shall be deemed to constitute additional rent pursuant to the Lease (as amended) and shall be made within ten (10) days after Tenant's receipt of invoice therefore from Landlord. Any Over-Allowance Amount paid to Landlord shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantAmount.

Over-Allowance Amount. On Following the Cost Proposal Delivery Date andGMAX Approval Date, in any event, prior to the commencement Tenant shall pay for all costs of the design, permitting and construction of the Tenant Improvements, Tenant shall deliver to Landlord cash Improvements in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount excess of the Tenant Improvement Allowance (less any portion thereof already disbursed and, if applicable, the Additional Allowance) ("Over-Allowance Amount"), which payment shall be made to Landlord in cash in installments pari passu with Landlord's distribution of the Tenant Improvement Allowance (and, if applicable, the Additional Allowance) payment of an invoice by LandlordLandlord as Landlord incurs such expenses in an amount equal to a fraction of such expenses, or in the process numerator of being disbursed by Landlord, on or before which is the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to (less the disbursement of any then remaining portion amount of the Additional Allowance Tenant Improvement Allowance, elects to use) and such disbursement shall be pursuant to the same procedure as denominator of which is the Tenant Improvement Allowancesum of the Allowance and the Over-Allowance Amount. If, after the Cost Proposal GMAX Approval Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord’s 's request as an addition therefor to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions Amount, then within ten (10) business days after Tenant's receipt of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenantstatement, Tenant shall pay deliver to Landlord the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, underpayment or Landlord shall pay return to Tenant the amount of such overage to Tenant at overpayment, as the time that Landlord delivers such reconciliation to Tenantcase may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over"OVER-Allowance Amount”ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date)Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of on a pro-rata basis along with the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord’s 's request as an addition to the Over-Allowance Amount andAmount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Tenant Improvements), and if Landlord in its sole and exclusive discretion agrees to any eventsuch alterations, prior to the commencement and notifies Tenant of the construction need and cost for such alterations, then Tenant shall pay the cost of the revisions, such required changes or substitutionsin advance upon receipt of notice thereof. Promptly following completion of construction of If after all final costs in connection with the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the have been paid there remain unused Over-Allowance Amount payments previously made by funds, such unused funds shall be returned to Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenantdays.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant ImprovementsDate, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). , provided, however, that Tenant shall have the option to utilize the Additional Allowance for the remaining fifty percent (50%) balance (and if no Additional Allowance is available, the Tenant shall pay one hundred percent (100%) of such Over-Allowance Amount to Landlord as provided above) The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement AllowanceAllowances, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement AllowanceAllowances. IfIn the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount and, or result in any event, prior to the commencement of the construction of the revisions, changes or substitutionsan Over-Allowance Amount. Promptly following Following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and (ii) the total amount of the if such cost statement indicates that Tenant Improvement Allowance and has underpaid or overpaid the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by TenantAmount, Tenant shall pay the amount of such shortfall to Landlord then within thirty ten (3010) business days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the statement, Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, shall deliver to Landlord shall pay the amount of such overage underpayment or Landlord shall return to Tenant at the time that Landlord delivers amount of such reconciliation to Tenantoverpayment, as the case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in be responsible for the payment of an amount (the “"Over-Allowance Amount”") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Tenant shall pay pro-rata portions of the Over-Allowance (less any portion thereof already disbursed by Amount, together with Landlord's disbursement of the Tenant Improvement Allowance on a ratio which shall be a fraction, or in the process numerator of being disbursed by Landlordwhich is the Over-Allowance Amount, on or before and the Cost Proposal Delivery Date). The denominator of which is the total of the Over-Allowance Amount and the Tenant Improvement Allowance; i.e., the Tenant Improvement Allowance and the Over-Allowance Amount shall be disbursed by Landlord prior to the Contractor on a monthly basis upon approval of disbursement of any then remaining portion of the Tenant Improvement AllowanceAllowance under Section 2.2 of this Work Letter. For example, if the fraction described above is [*], and such disbursement shall be the total of the invoices from EXHIBIT B * Portions redacted pursuant to a request for confidential treatment filed with the same procedure Securities and Exchange Commission. 68 the Contractor for the month is [*], Tenant shall pay to Landlord within five (5) business days of request therefor, [*] as the Over-Allowance Amount portion of the invoice, and Landlord shall pay [*] as the Tenant Improvement AllowanceAllowance amount of such invoice. IfIn the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) belowImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant pursuant to Landlord immediately upon Landlord’s request the payment procedures described above, as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to TenantAmount.