Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which Landlord shall pay cost associated with the giving Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of notice or passage of time would constitute a default by Lessee under constructing the Sublease), Lessor will provide Lessee with a tenant improvement allowance Tenant Improvements (the “Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During Landlord and Tenant agree and acknowledge that the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) Allowance will be used only for the purpose of the work depicted in the aggregate, as needed between Buildings 63, 64, 65, Approved Working Drawings and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, and all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendmentit, shall be applicable to utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to any other Alterations made by LesseeTenant, which terms and provisions provide offset, deduction or otherwise. To the extent that, among other things, : (i) Lessee shall be required to obtain the consent or approval of Lessor to bid obtained based on the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements Approved Working Drawings exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain exclusive of the Sublease TermCabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, thenchange orders, upon Lessee’s request therefor increases in writing to Lessor from time to timecosts, Lessor shall provide advances to Lessee or otherwise) (the collectively a “TI AdvancesCost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) the parties shall enter into an escrow agreement substantially in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable Exhibit L to Lessor in its reasonable discretion as a condition to availability of the TI Advancesthis Lease.

Tenant Improvement Allowance. Provided that (a) Pursuant to the Existing Master Lease, Lessor agreed to make available to Lessee the Improvement Allowance. As of the Effective Date, Lessor has advanced $3,854,180.35 of the Improvement Allowance, leaving a balance of $1,145,819.65 which may be funded. Lessee acknowledges and agrees that, as of the Effective Date, the Improvement Allowance Adjustment Amount (which is not an annual amount) is $395,053.49. (b) In connection with this Amendment, Lessor has agreed to make available to Lessee an additional improvement allowance equal to $5,000,000.00 to be used for certain capital improvements to the Facilities. Such additional improvement allowance shall be used only for completion of capital improvements to the Facilities which shall be approved and constructed in default of its obligations under the Sublease (and no event exists which accordance with the giving terms and provisions of notice or passage Paragraph 2 of time would constitute a default by Lessee under the SubleaseSecond Amendment to Consolidated and Restated Master Lease dated as of June 25, 2005 (the “Second Amendment”), Lessor will provide Lessee with a tenant . The term “Capital Improvements” as and where used in Paragraph 2 of the Second Amendment shall be deemed to include such capital improvements. The additional $5,000,000.00 improvement allowance (shall be requested and disbursed in accordance with the provisions of Paragraph 3 of the Second Amendment. The term “Tenant Improvement Allowance”) , as and where used in Paragraph 3 of (i) up the Second Amendment, shall be deemed to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars (include and refer to the additional $237,198) 5,000,000.00 improvement allowance, except that such additional improvement allowance shall be available for Buildings 63Capital Improvements completed on or before June 30, 64, 65 ($3.00 per rentable square foot), 2008 and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) the final request for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on disbursement shall be no later than August 31, 2013, Lessee may elect, 2008. The Base Rent payable under the Existing Master Lease shall be increased by the Improvement Allowance Adjustment Amount for each disbursement of such additional $5,000,000.00 improvement allowance as provided in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 Paragraph 4 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenSecond Amendment. In the event that Lessor fails to pay Lessee any installment request for the costs additional improvement allowance as provided in Paragraph 3 of the Allowance Improvements exceed Second Amendment, Lessee shall have the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out rights and remedies provided in Paragraph 4 of TI Advances (as defined below), subject to all the Second Amendment and the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 Paragraph 4 of the Sublease, as amended by this Amendment, Second Amendment shall be applicable apply to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all ’s exercise of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (rights and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesremedies.

Tenant Improvement Allowance. Provided that Lessee Commencing as of the date of the full execution and delivery of this Second Amendment, Tenant shall be entitled to use a one-time improvement allowance in the aggregate amount of $1,419,910.00 which is not in default comprised of its obligations under (i) $303,760.00 (the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease“Existing Premises Improvement Allowance”), Lessor will provide Lessee with a tenant improvement allowance for the costs relating to the design and construction of Tenant’s improvements, which are permanently affixed to the Existing Premises only (the “Existing Premises Improvements”) or which are “Tenant Improvement Allowance Items,” as that term is defined in Section 2.2.1, below, and (ii) $1,116,150.00 (the “Expansion Premises Improvement Allowance”) for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Expansion Premises only (the “Expansion Premises Improvements”) or which are Tenant Improvement Allowance Items. Collectively, the Expansion Premises Improvements and the Existing Premises Improvements are the “Tenant Improvements” and collectively the Existing Premises Improvement Allowance and the Expansion Premises Improvement Allowance are the “Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), . Landlord and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During Tenant agree and acknowledge that the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee Expansion Premises Improvements may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject include work to the provisions of Article 7 exterior of the Sublease 571 Building (including, without limitation, rooftop equipment and an exterior enclosure and equipment yard) (collectively, the “Allowance Exterior Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which such Exterior Improvements shall be acceptable subject to Lessor Landlord’s prior written approval, to be withheld in its reasonable Landlord’s sole and absolute discretion as a condition to availability of the TI Advances.if such

Tenant Improvement Allowance. Provided that Lessee is not For the purposes of assisting the Tenant to complete the leasehold improvements upon the Premises, all in default of its obligations under the Sublease (and no event exists which accordance with the giving of notice or passage of time would constitute a default by Lessee under Tenant’s final drawings and specifications which have the SubleaseLandlord’s prior written approval (the “Leasehold Improvements”), Lessor will provide Lessee with the Landlord agrees to advance to or on behalf of the Tenant a tenant improvement allowance sum equal to Fifteen Dollars ($15.00) per square foot of the Rentable Area of Suite 540 and Twenty Dollars ($20.00) per square foot of the Rentable Area of Suite 610 (which combined sum is hereinafter referred to as the “Tenant Improvement Allowance”) of upon the following terms and conditions: (i) up the Tenant shall furnish to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), the Landlord the Tenant’s final architectural drawings and specifications prior to commencement of work; (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject shall furnish to the provisions of Article 7 of Landlord an invoice for the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction total amount of the Allowance Improvements, including supporting information consisting of a line item summary of requested by the cost to complete the Allowance Improvements and verification of payment of the costs thereof by LesseeTenant, accompanied by statutorily sufficient conditional copies of paid invoices evidencing payment, by not later than December 31, 2016; (i.e. conditioned only upon receipt iii) the Tenant shall cause all of payment) or unconditional mechanics lien releases (such lien waivers and releases the Leasehold Improvements to be submitted for any progress payments constructed and for final paymentinstalled in accordance with the terms of the Lease; (iv) executed the Allowance shall not be used to fund the Tenant’s purchase of equipment, furniture, trade fixtures, and communications installations. The Allowance shall be advanced by the performing contractor(s), supplier(sLandlord upon the later of: (v) and materialmen. In the event that the costs completion of the Allowance Improvements exceed Leasehold Improvements, to the satisfaction of the Landlord; (vi) the Tenant Improvement Allowancehaving commenced to carry on its business in the Premises or any part thereof; (vii) the Tenant having provided the Landlord with a statutory declaration from the Tenant’s general contractor stating all of the Leasehold Improvements have been completed and that all contractors have been paid in full; (viii) the expiry of any lien holdback period provided for by any applicable Builders or Mechanics Lien Legislation; and (ix) execution of this Lease by all parties. It is further understood and agreed that if the Tenant either: (a) vacates the Premises; or (b) discontinues the regular and punctual payment of Rent; at any time prior to the end of the Term, then all amounts advanced or credited to the Tenant under this provision shall immediately be repayable to the Landlord and may be collected as Rent due and owing. If any amounts are owed to the Landlord at the time the Allowance becomes payable, such costs amount shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all deducted from the provisions applicable to such TI Advances set forth below. The terms Allowance and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable credited to the Allowance Improvements Tenant’s account and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor balance paid to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the SubleaseTenant. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or Should the cost of the Leasehold Improvements be less than the Allowance then the lesser amount shall be paid to the Tenant. Should the cost of the Leasehold Improvements exceeds be more than the Allowance then the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to solely responsible for the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date payment of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesexcess amount.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a ---------------------------- tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred SixtySeventy-Three Five and No/100 Dollars ($357,763197,775.00) in (i.e., $25.00 per usable square foot of the aggregate, as needed between Buildings 63, 64, 65, and 66, Premises) for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are permanently affixed to the Allowance Premises (the "Tenant Improvements"). In addition, including supporting information consisting of a line item summary Landlord shall contribute an amount not to exceed $0.15 per usable square foot of the Premises ("Landlord's Drawing Contribution") toward the cost of one (1) preliminary space plan to complete the Allowance Improvements be prepared by "Architect," as that term is defined in Section 3.1, below, and verification of payment no portion of the costs thereof Landlord's Drawing Contribution, if any, remaining after the completion of the Tenant Improvements shall be available for use by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers Tenant. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenLandlord's Drawing Contribution. In the event that the costs any portion of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveremains sixty (60) days following the Lease Commencement Date, provided that: (1) Lessee is not in default Tenant shall no longer have the right to such unused portion of its obligations the Tenant Improvement Allowance and such remaining portion of the Tenant Improvement Allowance shall be the sole property of Landlord. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the Sublease (and no event exists which with the giving terms of notice or passage Section 8.5 of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesthis Lease.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to receive from Landlord a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding Two Million One Hundred Seventy-Five Thousand Four Hundred Fifteen and 80/100 Dollars (i$) up to Two Hundred Thirty-Seven Thousand (i.e., One Hundred Ninety-Eight dollars Six and 71/100 Dollars ($237,198196.71) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per foot of the Premises based on 11,059 rentable square foot). During feet in the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretionPremises) , to allocate help pay for the combined Tenant Improvement Allowancecosts of the design, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, permitting and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject construction of Tenant’s improvements which are permanently affixed to the provisions of Article 7 of Premises (collectively, the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed total amount which exceeds the Tenant Improvement Allowance, all such costs . Tenant shall not be borne solely by Lessee, however, such excess costs may be paid out entitled to receive any cash payment or credit against Rent or otherwise for any portion of TI Advances the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable except that Tenant may use up to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, lesser of (i) Lessee shall be required Ten Dollars ($10.00) per rentable square foot of the Premises (i.e., up to obtain $110,590.00 based on 11,059 rentable square feet in the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, Premises) and (ii) Lessor mayan amount equal to fifteen percent (15%) of the total aggregate fair market value of the real and personal property included within the Premises (as determined by Landlord in its sole discretion), to help Tenant pay for the actual and documented costs incurred by Tenant (collectively, the “FF&E Costs”) for the purchase and installation of furniture, fixtures, equipment and cabling for use in the Premises and as a condition of or rent credit (not to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at exceed the expiration or earlier termination Ten Dollars ($10.00) per rentable square foot of the SubleasePremises when aggregated with the FF&E Costs). In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds Landlord shall disburse from the Tenant Improvement Allowance abovethe portion thereof to help Tenant pay for the FF&E Costs actually incurred by Tenant within thirty (30) days after Landlord has received Tenant’s written request for disbursement together with copies of invoices from third parties evidencing the amount of such FF&E Costs to be paid by Tenant, provided thatbut Landlord shall have no obligation to disburse any portion of the Tenant Improvement Allowance to pay for the FF&E Costs: (1A) Lessee is not until after the Commencement Date has occurred and (B) with respect to any disbursement request made by Tenant more than one hundred eighty (180) days after the Commencement Date. Except with respect to the foregoing FF&E Costs, Tenant shall be solely responsible for the cost and installation of all data telecom wiring, and furniture, fixtures and equipment as may be required by Tenant and in default of its obligations under the Sublease (and no event exists shall the Tenant Improvement Allowance be applied to the cost of any such items. Notwithstanding any provision to the contrary contained herein, to the extent any portion of the Tenant Improvement Allowance is unused by Tenant as of the date which with is one hundred eighty (180) days after the giving of notice or passage of time would constitute a default by Lessee under Lease Commencement Date, then the Sublease)remaining balance thereof shall revert to Landlord, and (2) not less than thirty-six (36) months remain of the Sublease TermTenant shall have no right to use such amount for any remaining improvements or alterations, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion nor as a condition to availability of the TI AdvancesRent credit or cash allowance.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars to, but not exceeding Fifteen Dollars ($237,19815.00) for Buildings 63, 64, 65 ($3.00 per rentable square foot)foot of the Premises (i.e., and (ii) up to One Hundred Twenty Thousand Five Four Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Six Thousand Seven Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Five Dollars ($357,763466,755.00) in based on 31,117 rentable square feet of the aggregatePremises), as needed between Buildings 63to help Tenant pay for the costs of the design, 64, 65, permitting and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject construction of Tenant’s initial improvements which are permanently affixed to the provisions of Article 7 of Premises (collectively, the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of Notwithstanding anything above to the Allowance Improvementscontrary, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In in the event that the costs of the there exists an Over-Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances Amount (as defined below), subject Tenant shall have the option, exercisable upon written notice to all Landlord prior to the provisions applicable date Tenant is obligated to pay such TI Advances set forth below. The terms and provisions of Article 7 Over-Allowance Amount, to receive a one-time additional improvement allowance (the “Additional Allowance”) in the amount not to exceed Ten Dollars ($10.00) per rentable square foot of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other thingsPremises, (ii.e., up to Three Hundred Eleven Thousand One Hundred Seventy Dollars ($311,170.00) Lessee shall be required to obtain based on 31,117 rentable square feet in the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the SubleasePremises). In the event that Lessee requires additional Alterations Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to modify Tenant, the Premises in excess of Base Rent payable by Tenant throughout the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: entire ninety-eight (198) Lessee is not in default of its obligations under the Sublease month initial Lease Term (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2“Amortization Period”) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized increased by an amount sufficient to fully amortize such Additional Allowance throughout said ninety-eight (98) month period based upon monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8.08%) per annum (the “Amortization Rent”) and such Amortization Rent shall be subject to the maximum rate permitted annual Base Rent increase of three and one-half percent (3.5%). By way of illustration, if Tenant utilizes the entire Additional Allowance then the initial Base Rent payable by law) Tenant under this Lease shall be increased by $4,334.79 and the Base Rent schedule set forth in equal monthly installments over a thirty-six (36) month period from the date Section 8 of the first TI Advance, when such TI Advances Summary shall be due revised to reflect such increased Base Rent and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which such increased Base Rent shall be acceptable subject to Lessor the annual three and one-half percent (3.5%) increase for all time periods under this Lease. Such revised Base Rent schedule shall be memorialized in its reasonable discretion an amendment to this Lease to be executed by Landlord and ▇▇▇▇▇▇. Notwithstanding anything in the Lease to the contrary, in no event shall the Amortization Rent be deemed to be Abated Rent nor subject to the abatement of Base Rent set forth in the second paragraph of Article 3 of this Lease. The Tenant Improvement Allowance and the Additional Allowance may collectively be referred to herein as a condition the “Allowances”. In no event shall EXHIBIT B GENESIS 1900 ALAMEDA 1 [BigHat Biosciences, Inc.] Landlord be obligated to availability make disbursements for the cost of the TI AdvancesTenant Improvements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Except as provided in Section 2.2.1.8 below, the Allowances may only be used for permanently affixed improvements to the Premises. Landlord shall have no obligation to disburse all or any portion of the Allowances to Tenant unless ▇▇▇▇▇▇ makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to September 30, 2022, as extended to the extent Tenant’s completion of the Tenant Improvements is delayed due to Landlord Delay. Subject to the terms of this Tenant Work Letter, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Allowances which is not used to pay for the Tenant Improvement Allowance Items (as defined below).

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the aggregate amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars $1,675,895.00 (i.e., $237,198) for Buildings 63, 64, 65 ($3.00 65.00 per each of the 25,783 rentable square footfeet in the Suite 3000, Wharfside Building portion of the Premises) (ii) $927,990.00 (i.e., $35.00 per each of the 26,514 rentable square feet in ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ portion of the Premises), and (iiiii) up to One Hundred Twenty Thousand Five Hundred Sixty$1,242,900,00 (i.e., $30.00 per each of the 41,430 rentable square feet in the Must-five dollars ($120,565Take Premises) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of the Allowance improvements, which are permanently affixed to the Premises (the “Tenant Improvements, including supporting information consisting ”). The portion of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, described in items (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, above is referred to herein as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination “Initial Premises Allowance” and the portion of the SubleaseTenant Improvement Allowance described in item (iii) above is referred to herein as the “Must-Take Premises Allowance”. In addition, Landlord shall provide up to $0.15 per rentable square foot of the entire Premises towards the cost of one (1) preliminary space plan for the entire Premises (“Landlord’s Drawing Contribution”), but not the cost of any revisions thereto requested by Tenant or required by Landlord, and only to the extent such drawings reflect items from the Building standards and no portion of the Landlord’s Drawing Contribution, if any, remaining after the completion of the Tenant Improvements shall be available for use by Tenant. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that Lessee requires additional Alterations Tenant fails to modify immediately pay any portion of the “Over-Allowance Amount,” as defined in Section 4.2.1. Tenant shall utilize at least ninety percent (90%) of (a) $1,675,895.00 of the Tenant Improvement Allowance for Tenant Improvements installed in the Suite 3000, Wharfside Building portion of the Premises, (b) $927,990.00 of the Tenant Improvement Allowance for Tenant Improvements installed in the ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ portion of the Premises, and (c) $1,242,900.00 of the Tenant Improvement Allowance for Tenant Improvements installed in the Must-Take Premises; and Tenant may use up to ten percent (10%) of the Tenant Improvement Allowance allocated to the Suite 3000, Wharfside Building portion of the Premises in excess connection with Tenant Improvements to be constructed in the ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ portion of the Allowance Improvements or the cost of the Allowance Improvements Premises. Landlord shall not be obligated to pay a total amount which exceeds the Tenant Improvement Allowance aboveand Landlord’s Drawing Contribution. Notwithstanding the foregoing or any contrary provision of this Lease, provided that: (1) Lessee is not in default of its obligations all Tenant Improvements shall be deemed Landlord’s property under the Sublease (and no event exists which with the giving terms of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain this Lease. Any unused portion of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date Initial Premises Allowance remaining as of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability anniversary of the TI AdvancesLease Commencement Date, shall remain with Landlord and Tenant shall have no further right thereto. Any unused portion of the Must-Take Premises Allowance remaining as of the first anniversary of the Must-Take Premises Lease Commencement Date, shall remain with Landlord and Tenant shall have no further right thereto.

Tenant Improvement Allowance. Provided that Lessee is not Landlord will contribute to the costs of designing the Tenant Improvements and performing the Tenant Improvement Work, as depicted on the Approved TI Construction Drawings and any approved Plan Modifications, to the extent of the lesser of (a) Thirteen Million Nine Hundred Fifty Three Thousand Six Hundred Sixty and 00/100 Dollars ($13,953,660.00) (calculated at the rate of $70.00 per square foot of rentable area in default the Premises) or (b) the actual cost of its obligations under Permitted Allowance Items (as hereinafter defined) for the Sublease Tenant Improvement Work (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During Tenant shall pay all costs in excess of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in Allowance for the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 design of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design Tenant Improvements and construction performance of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenTenant Improvement Work. In the no event that the costs of the Allowance Improvements exceed shall Landlord be obligated to make disbursements pursuant to this Agreement in an amount which exceeds the Tenant Improvement Allowance, all such . All costs associated with the construction of the Tenant Improvements shall be borne solely by Lessee, however, such excess costs may shared with Landlord on an “open-book” basis promptly upon request. Tenant shall not be paid out entitled to a credit for any unused portion of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance abovein the form of a rent credit, provided that: rent abatement or otherwise. Notwithstanding Tenant’s election to initially occupy only one (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain floor of the Sublease TermPremises, then, upon Lessee’s request therefor in writing Tenant shall construct Tenant Improvements to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts entirety of not less than Fifty Thousand ($50,000) each the Premises and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances Tenant Improvement Allowance shall be amortized at eight percent (8.0%) per annum (subject equitably allocated to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date Tenant Improvements on each of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability floors of the TI AdvancesPremises.

Tenant Improvement Allowance. Provided that Lessee is not in default Commencing as of its obligations under the Sublease (and no event exists which with the giving date of notice or passage of time would constitute a default by Lessee under the Sublease)this First Amendment, Lessor will provide Lessee with a tenant Tenant shall be entitled to an improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 45.00 per rentable square foot)foot of the Premises (i.e., and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,5651,514,835.00) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1costs relating to the design and construction of Tenant’s improvements, 2010 refurbishment work and ending on August 31, 2013, Lessee may elect, other renovations to be performed by Tenant in its sole discretion, to allocate the combined Premises or which are “Tenant Improvement AllowanceAllowance Items,” as that term is defined in Section 2.2.1, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars below ($357,763) in collectively, the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs All Tenant Improvements that have been paid for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) with or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds reimbursed from the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations shall be deemed Landlord’s property under the Sublease terms of the Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term, at Tenant’s expense, to remove any portion of the Tenant Improvements and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to a condition with removed systems components capped, Building standard ceiling tiles in good condition, and sheet rock and floors patched and repaired to match existing conditions of the remainder of the Premises. Landlord approves in concept and shall not require Tenant to remove any of the Tenant Improvements to the extent shown on the Space Plan attached hereto as Schedule 1. The Tenant Improvement Allowance may not be used by Tenant for the purchase or installation of furniture, fixtures or equipment (other than an autoclave and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Subleaseglasswash), and (2) not less than thirty-six (36) months remain of the Sublease Termor for telephone or data cabling, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and or any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancespersonal property.

Tenant Improvement Allowance. (a) Landlord will provide to Tenant an allowance (the "Tenant Improvement Allowance") in an amount equal to Three Hundred Sixty-Six Thousand One Hundred Sixty-Eight and 00/100 Dollars ($366,168) to be applied to the cost incurred by Tenant in the construction of improvements to the Premises (the "Tenant Improvement Work") or the installation of racking in the Premises (“Racking”), of which $213,598 will be available for Tenant’s use as of September 1, 2025 (the “Initial Allowance”) and $152,570 will be available for Tenant’s use as of September 1, 2026 (the “Remaining Allowance”), subject to the terms of this Section 61. (b) Tenant and Landlord agree that all costs of the Tenant Improvement Work in excess of such Tenant Improvement Allowance shall be paid solely by Tenant and if the Tenant Improvement Work costs less than the Tenant Improvement Allowance, Tenant shall have no right to the savings. Tenant shall perform the Tenant Improvement Work in accordance with Sections 20 and 21 of this Lease. Provided that Lessee Tenant is not in default of its obligations under the Sublease (terms of this Lease and no event exists which has occurred, which, with the passing of time or the giving of notice notice, or passage of time both, would constitute a default by Lessee Tenant under the Sublease)this Lease, Lessor will provide Lessee with a tenant improvement allowance (“Landlord shall pay to Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: upon (1i) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain completion of the Sublease TermTenant Improvement Work, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000ii) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted receipt by law) in equal monthly installments over a thirty-six (36) month period from the date Landlord of the first installment of Base Rent which is payable by Tenant and (iii) receipt from Tenant in form and substance acceptable to Landlord, the TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by LessorDocumentation (as hereinafter defined), provided that Lessee in no event shall provide Lessor with current financial statements and any other documents requested by Lessor which shall Landlord be acceptable obligated pay to Lessor in its reasonable discretion as a condition to availability of Tenant the TI AdvancesTenant Improvement Allowance constituting the Remaining Allowance until on or after September 1, 2026.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to Two Three Hundred ThirtyTwenty-Seven Six Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), Ninety and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three No/100 Dollars ($357,763326,190.00) in for the aggregatecosts relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises, including the additional Base Building Improvements, as needed between Buildings 63that term is set forth in Section 2.2, 64below (collectively, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design Except as set forth in Sections 2.3 and construction of 2.4, below, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenTenant Improvement Allowance. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant on or before June 30, all 2015, then such costs unused amounts shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject revert to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by LesseeLandlord, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Tenant shall have no further rights with respect thereto. All Tenant Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds for which the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations has been made available shall be deemed Landlord’s property under the Sublease terms of the Lease and shall remain in the Premises at the end of the Term; provided, however, Landlord may, by written notice to Tenant given at the time of approval of the “Final Working Drawings,” as that term is defined in Section 3.4 of this Tenant Work Letter, or in the case of a Limited Project under Section 3.1 of this Tenant Work Letter, at the time of approval of plans and specifications under Section 6.4 of the Lease, require Tenant, at Tenant’s expense, to remove any (i) moveable furniture, (ii) trade fixtures, (iii) process and no event exists which with process support equipment, (iv) utility equipment, (v) any other items permitted to be removed by Tenant pursuant to the giving of notice or passage of time would constitute a default by Lessee under the Sublease)Lease, and (2vi) not less than thirty-six (36) months remain any other items agreed by Landlord to be removed by Tenant at the end of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee Term (the equipment and items described in the preceding clauses (i) through (vi) are collectively referred to herein as the “TI AdvancesTenant’s Removable Property”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject . With respect to the maximum rate permitted “Prior Work,” as that term is defined in Section 2.3.2.4 of this Tenant Work Letter, the Tenant’s Removable Property required to be removed by law) in equal monthly installments over a thirty-six (36) month period from Tenant at the date end of the first TI AdvanceTerm consists of those items listed on Schedule 2 attached to this Tenant Work Letter. Tenant shall, when such TI Advances shall be due at Tenant’s expense, repair any damage to the Premises and payable in full. Lessee shall execute LessorBuilding caused the removal of Tenant’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesRemovable Property.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 25.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) foot of the Premises for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions design and construction of Article 7 of Tenant’s improvements which are permanently affixed to the Sublease Premises (the “Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification Within thirty (30) days following the Lease Commencement Date, Tenant shall be entitled, pursuant to a written notice delivered to Landlord, to a one-time increase (the “Additional Allowance”) of payment the Tenant Improvement Allowance in an amount not to exceed $5.00 for each rentable square foot of the Premises, for the costs for relating to the initial design and construction of the Allowance Tenant Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs Tenant exercises its right to use all or any EXHIBIT B CHINA BASIN LANDING portion of the Additional Allowance, the monthly Base Rent for the Premises shall be increased by an amount equal to the “Additional Monthly Base Rent,” as that term is defined below, in order to repay the Additional Allowance Improvements exceed to Landlord. The “Additional Monthly Base Rent” shall be determined as the missing component of an annuity, which annuity shall have (i) the amount of the Additional Allowance which Tenant elects to utilize as the present value amount, (ii) sixty (60) as the number of payments, (iii) seventy-five one-hundredths (.75), which is equal to nine percent (9%) divided by twelve (12) months per year, as the monthly interest factor, and (iv) the Additional Monthly Base Rent as the missing component of the annuity. In the event Tenant elects to utilize all or a portion of the Additional Allowance, then (a) all references in this Tenant Work Letter to the “Tenant Improvement Allowance”, shall be deemed to include the Additional Allowance which Tenant elects to utilize, (b) the parties shall promptly execute an amendment (the “Amendment”) to this Lease setting forth the new amount of the Base Rent and Tenant Improvement Allowance computed in accordance with this Section 2.1, and (c) the additional amount of monthly Base Rent owing in accordance with this Section 2.1 for the first full month of the Lease Term which occurs after the expiration of any free rent period shall be paid by Tenant to Landlord at the time of Tenant’s execution of the Amendment. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance and the Additional Allowance, all such costs . All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all deemed Landlord’s property under the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the SubleaseLease. Notwithstanding the foregoing, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lesseeupon T▇▇▇▇▇’s request, at the expiration or earlier termination of this Lease, Landlord shall negotiate with Tenant in good faith towards the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess purchase by Tenant of all or any portion of the Allowance Improvements or Tenant Improvements, at the cost of then-current fair market value for such Tenant Improvements. Upon T▇▇▇▇▇’s request, Landlord and Tenant shall retain an independent third party (mutually approved by Landlord and Tenant) to determine the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs fair market value of such Alterations, which TI Advances Tenant Improvements. The fees of such third party shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due split evenly between Landlord and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant.

Tenant Improvement Allowance. Provided that The Lessor agrees to provide to the Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance of $33.00 per useable square foot of the Premises (“the "Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot"). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined The Tenant Improvement AllowanceAllowance shall be applied to the Tenant Improvements and all fees, up to Three Hundred Fiftycharges and expenses for architectural and engineering services, permits and governmental or quasi-Seven Thousand Seven Hundred Sixty-Three Dollars governmental fees necessary or appropriate in connection with the Tenant Improvements ($357,763) the "Tenant Improvement Expenses"). In the event that, during the course of constructing the Tenant Improvements, changes requested by the Lessee in the aggregateTenant Improvements which have been the subject of an approved change order result in the Tenant Improvement Expenses exceeding the Tenant Improvement Allowance and any amounts previously deposited by the Lessee, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject the Lessor shall give written notice of the estimated shortfall to the provisions Lessee and the Lessee shall deposit, within fifteen (15) days of Article 7 execution of such a change order, the amount of the Sublease (“Allowance Improvements”)increase shown on the change order. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and The Lessor shall have no obligation to proceed with the construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) items or unconditional mechanics lien releases (modifications described in such lien waivers and releases to be submitted for any progress payments and for final payment) executed change order until such deposit has been made. Any amount which is not paid by the performing contractor(s), supplier(sLessee within such fifteen (15) and materialmendays shall bear interest at the highest rate allowed by law. In the event that the costs amount deposited by the Lessee is greater than the amount of the Allowance Improvements exceed actual shortfall, the Tenant Improvement Allowance, all such costs difference shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable refunded to the Allowance Improvements and to any other Alterations made Lessee by Lessee, which terms and provisions provide that, among other things, the Lessor upon the earlier of (i) Lessee shall be required completion of the Tenant Improvements, the payment of all retentions to obtain subcontractors and contractors, the consent or approval expiration of Lessor to the Allowance Improvements and to any other Alterations made by Lesseeall lien periods, and the payment of all Tenant Improvement Expenses or (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination sixty (60) days following substantial completion of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises Tenant Improvements as described in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesSection 18.3.

Tenant Improvement Allowance. Provided that Lessee is not in default Up to Three Million Two Hundred Eighty Seven Thousand Eight Hundred Thirty Five and 00/100 Dollars ($3,287,835.00) (consisting of its obligations under Twenty and 00/100 Dollars ($20.00) per rentable square foot for the Sublease 151,893 rentable square feet located on the Second, Third, Fourth and Eleventh Floors of the Premises and Twenty Five and 00/100 Dollars per rentable square foot for the 9,999 rentable square feet located on the First Floor of the Premises) (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“"Tenant Improvement Allowance”) of "), to be used only for (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars the Construction Costs ($237,198as hereinafter defined), including without limitation, reasonable space planning, preparation of construction drawings, materials, interior signage, the cost of any construction permits, and Landlord's construction management fee in the amount of five percent (5%) for Buildings 63, 64, 65 ($3.00 per rentable square foot)of the aggregate Construction Costs, and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1Tenant's Moving Expenses, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowanceas defined below, up to Three Eight Hundred Fifty-Seven Nine Thousand Seven Four Hundred Sixty-Three Sixty and 00/100 Dollars ($357,763809,460.00) in (the aggregate"Moving Expense Sub-Allowance"). The term "Moving Expenses" shall mean moving materials, as needed between Buildings 63labor, 64advertisements, 65business cards, stationery, phone listings, hiring temporary employees relating to the move, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject the like. The Tenant Improvement Allowance shall not include the costs and expenses incurred by Landlord to perform certain work to the provisions of Article 7 Second, Third, Fourth and Eleventh Floors of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification Premises necessary to deliver the same in "white-box" condition prior to the commencement of payment of costs for design and construction of the Allowance Improvementstenant improvements, including supporting information consisting of a line item summary which "white-box" work to be performed by Landlord is detailed in Schedule 1 attached hereto and incorporated herein by reference. Landlord shall have no "white box" obligations with respect to the First Floor of the cost to complete the Allowance Improvements and verification of payment Premises. Delivery of the costs thereof by LesseeSecond, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt Third, Fourth and Eleventh Floors of payment) the Premises in "white-box" condition shall not require Landlord to replace any light fixtures or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by replace the performing contractor(s)ceiling grid, supplier(s) and materialmenunless otherwise expressly provided in Schedule 1 hereto. In the event that The Tenant Improvement Allowance shall also not include the costs and expenses incurred by Landlord to install security glass around the open atrium and the stairwells on Floors Three and Four of the Allowance Improvements exceed Premises and to construct a corridor on the First Floor of the Premises. The Tenant Improvement Allowance, all such costs Allowance shall be borne solely by Lesseenot, however, be used for the purchase of Tenant's furnishings (other than permanently affixed improvements, such excess costs may be paid out of TI Advances (as defined belowwallpaper and casework), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Subleasetrade fixtures, as amended by this Amendmentequipment or supplies, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancespaid for by Tenant, without allowance or reimbursement from Landlord.

Tenant Improvement Allowance. Provided that Lessee Tenant is not in default of its obligations under any provision of the Sublease Lease beyond all applicable notice and cure periods expressly provided for in the Lease, Landlord shall reimburse Tenant for (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance a) up to One Hundred Thirty-Two Thousand Dollars (“Tenant Improvement Allowance”$132,000.00) of the cost of Tenant’s initial expenses incurred in repairing and/or replacing the heating, ventilation and air conditioning system(s) serving the Leased Premises promptly following the date hereof, (b) up to Forty-Five Thousand Dollars ($45,000.00) of the cost of Tenant’s initial expenses incurred in replacing carpeting and painting in the Leased Premises promptly following the date hereof, and (c) up to Twelve Thousand Two Hundred Dollars ($12,200.00) of the cost of Tenant’s initial expenses incurred in renovating the lobby of the 5200 Building promptly following the date hereof (collectively, “Tenant’s Initial Improvements”); it being agreed that such amount shall be paid (provided there is no such default) within thirty (30) days after Tenant provides Landlord with (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) receipts which itemize such costs and acknowledge Tenant’s payment for Buildings 63, 64, 65 ($3.00 per rentable square foot)same, and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may electwaivers of liens, in its sole discretionform and substance acceptable to Landlord, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) waiving any and all lien rights in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessorconnection with Tenant’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Initial Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted provided by all contractors and suppliers providing services and/or materials for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Tenant’s Initial Improvements exceed the with respect to which Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesthen requesting reimbursement.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute Tenant shall be entitled to a default by Lessee under the Sublease), Lessor will provide Lessee with a ------------------------------ tenant improvement allowance (“Tenant Improvement Allowance”the "TENANT IMPROVEMENT ALLOWANCE") in the amount of (i) up to Two Hundred ThirtyTwenty-Seven Thousand One Hundred Ninety-Eight dollars Five and 50/100 Dollars ($237,19825.50) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) foot of the Premises. Landlord shall have no other responsibility for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases Tenant's improvements to be submitted for any progress payments and for final payment) executed by constructed in such space (the performing contractor(s"TENANT IMPROVEMENTS"), supplier(s) and materialmen. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the event that the costs of the Base Building Allowance Improvements exceed and the Tenant Improvement Allowance. EXHIBIT C - Page 1 TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] With the exception of the items listed on SCHEDULE 5 hereto, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable Tenant ----------- Improvements which are permanently affixed to the Allowance Improvements and to any other Alterations made by Lessee, Premises for which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not has been made available shall be deemed Landlord's property and shall be governed by the same restrictions as are set forth in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain SECTION 6.6 of the Sublease TermLease with respect to Alterations, thenexcept that Tenant shall ------------ have no obligation to remove Tenant Improvements upon the expiration or sooner termination of the Lease Term (unless, upon Lessee’s request therefor in writing connection with Landlord's approval of the Final Working Drawings, Landlord notifies Tenant of particular, non-general office improvements which Landlord may require to Lessor from time to time, Lessor shall provide advances to Lessee be removed (the “TI Advances”"TENANT IMPROVEMENT REMOVAL ITEMS"), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances).

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount up to $6,056,379.00 (which amount consists of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars $5,739,000.00 (the "Original Allowance," which Original Allowance was calculated based upon $237,198) 152.37 per Rentable Square Foot for Buildings 63each of the 37,665 Rentable Square Feet of space located in, 64collectively, 65 ($3.00 per rentable square footthe Mezzanine Premises and the Ground Floor Lab Premises), and (ii) up $317,379.00 (the "Additional Allowance," which Additional Allowance is a stipulated amount anticipated to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565offset the cost of the Mezzanine Repairs, "Tenant's Roofing Allocation," and the "Construction Expedition Fee," as those terms are set forth in Sections 2.5 and 5.6 of this Tenant Work Letter) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements and certain additional costs, all of which are set forth in Section 2.2.1, below, as "Tenant Improvement Allowance Items" (the "Tenant Improvements"). Landlord and Tenant hereby acknowledge and agree that the Original Allowance Improvements, including supporting information consisting of a line item summary of and the cost to complete Additional Allowance have been calculated into the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenBase Rent. In the no event that the costs of the Allowance Improvements exceed shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In addition, all such costs Landlord and Tenant hereby acknowledge that Tenant shall be borne solely by Lesseeitself contribute, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances an "Over-Allowance Amount," as that term is set forth in Section 4.2.1, below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable an amount equal to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or approximately $3,000,000.00 toward the cost of the Allowance Improvements exceeds constructing the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesImprovements.

Tenant Improvement Allowance. Provided that Lessee is (a) Subject to Section 1.4(c) below, Landlord shall pay the Cost of Tenant Improvements (as defined in the Work Letter) up to an amount not in default to exceed Two Million Nine Hundred Seventy-Nine Thousand Six Hundred Neinety and 00/100 Dollars ($2,979,690.00) (i.e., $210.00 per rentable square foot of its obligations under the Sublease Leased Premises) (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Maximum Allowance”) and the amount paid by Landlord pursuant to this Section 1.4(a) is hereinafter referred to as the “Allowance.” Tenant shall pay the entire Cost of the Tenant Improvements in excess of the Maximum Allowance pursuant to Section 6 of the Work Letter. (b) In the event that the Cost of Tenant Improvements is less than Two Million Six Hundred Ninety-Five Thousand Nine Hundred Ten and 00/100 Dollars ($2,695,910.00) (i.e., $190.00 per rentable square foot of the Leased Premises) (the “Threshold Amount”), then the amount by which the Threshold Amount is greater than the Cost of Tenant Improvements shall be applied to the monthly installments of Annual Base Rent (as hereinafter defined) becoming due from and after the Commencement Date. (c) In the event that the Cost of Tenant Improvements is greater than the Threshold Amount, then Tenant’s monthly installments of Annual Base Rent shall be increased in accordance with this subsection (c) and, simultaneously with Tenant’s approval of the Project Book (as defined in the Work Letter), Landlord and Tenant shall execute an amendment to this Lease reflecting the increase in Annual Base Rent as determined herein. For purposes of this subsection (c), the term “Excess Amount of Landlord-Funded TI” shall mean the difference between (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63the Cost of Tenant Improvements or the Maximum Allowance, 64, 65 ($3.00 per rentable square foot)whichever is less, and (ii) up the Threshold Amount. The term “DSCR Amount” shall mean the product of the Excess Amount of Landlord-Funded TI multiplied by 1.15. The amount by which each monthly installment of Annual Base Rent payable during the initial Lease Term shall be increased pursuant to One Hundred Twenty Thousand Five Hundred Sixtythis subsection (c) shall be calculated by fully amortizing the DSCR Amount over a period of one hundred twenty-three (123) months at an interest rate equal to five dollars and one-half percent ($120,565) for Building 66 ($5.00 per rentable square foot5.5%). During For the period beginning on September 1avoidance of doubt, 2010 and ending on August 31by way of example only, 2013, Lessee may elect, in its sole discretion, to allocate Landlord and Tenant hereby acknowledge and agree that if the combined Cost of Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) Improvements reflected in the aggregateProject Book is $2,908,745.00, each monthly installment of Annual Base Rent due during the initial Term shall be increased by $2,607.69, which amount was calculated by amortizing the DSCR Amount of $244,760.25 (i.e., 1.15 * [$2,908,745.00 - $2,695,910.00]) over one hundred twenty-three (123) months at an interest rate equal to five and one-half percent (5.5%). Attached hereto as needed between Buildings 63, 64, 65, and 66, Exhibit C-1 (for any Utility Installations or Alterations Lessee deems appropriate, subject to illustration purposes only) is a chart depicting the provisions of Article 7 amortization of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) DSCR Amount described in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesforegoing example.

Tenant Improvement Allowance. Provided that Lessee As used herein, “Tenant Improvement Completion Date” shall mean the date upon which (i) the Tenant Improvements have been completed, (ii) written certification of such completion by Tenant and Tenant’s Architect is delivered to Landlord, (iii) a final Certificate of Occupancy is issued for the Property, with the original thereof delivered to Landlord, (iv) the aforesaid contractor’s affidavits and full and final releases or waivers of liens and receipted bills covering all labor and material expended and used by Tenant in furnishing and installing the Tenant Improvements are delivered to Landlord, (v) the aforesaid “as-built” plans in AutoCAD and PDF formats are delivered to Landlord, and (vi) Tenant has occupied the Property, opened for business to the public, paid rent and is not otherwise in default of its obligations under the Sublease (and no event exists which with Lease. Upon the giving of notice or passage of time would constitute a default by Lessee under the Sublease)Tenant Improvement Completion Date, Lessor will provide Lessee with Landlord shall pay to Tenant a tenant improvement allowance (the “Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), Fifty Thousand and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three No/100 Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s150,000.00), supplier(s) and materialmen. In the event provided that the costs amount of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveshall not exceed the actual costs incurred by Tenant for the construction of interior Tenant Improvements to the Premises including, provided that: (1) Lessee is architectural, engineering, permits, labor and materials. The Tenant Improvement Completion Date shall not in default of its obligations under affect the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain calculation of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject Lease Commencement Date pursuant to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date terms of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesLease.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to One Million Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Five Thousand Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Seventy and No/100 Dollars ($357,7631,265,370.00) in for the aggregatecosts relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises, including the additional Base Building Improvements, as needed between Buildings 63that term is set forth in Section 2.2, 64below (collectively, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design Except as set forth in Sections 2.3 and construction of 2.4, below, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenTenant Improvement Allowance. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement AllowanceAllowance is not fully utilized by Tenant on or before June 30, all 2015, then such costs unused amounts shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject revert to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by LesseeLandlord, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Tenant shall have no further rights with respect thereto. All Tenant Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds for which the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations has been made available shall be deemed Landlord’s property under the Sublease terms of the Lease and shall remain in the Premises at the end of the Term; provided, however, Landlord may, by written notice to Tenant given at the time of approval of the “Final Working Drawings,” as that term is defined in Section 3.4 of this Tenant Work Letter, or in the case of a Limited Project under Section 3.1 of this Tenant Work Letter, at the time of approval of plans and specifications under Section 6.4 of the Lease, require Tenant, at Tenant’s expense, to remove any (i) moveable furniture, (ii) trade fixtures, (iii) process and no event exists which with process support equipment, (iv) utility equipment, (v) any other items permitted to be removed by Tenant pursuant to the giving of notice or passage of time would constitute a default by Lessee under the Sublease)Lease, and (2vi) not less than thirty-six (36) months remain any other items agreed by Landlord to be removed by Tenant at the end of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee Term (the equipment and items described in the preceding clauses (i) through (vi) are collectively referred to herein as the “TI AdvancesTenant’s Removable Property”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject . With respect to the maximum rate permitted “Prior Work,” as that term is defined in Section 2.3.2.4 of this Tenant Work Letter, the Tenant’s Removable Property required to be removed by law) in equal monthly installments over a thirty-six (36) month period from Tenant at the date end of the first TI AdvanceTerm consists of those items listed on Schedule 2 attached to this Tenant Work Letter. Tenant shall, when such TI Advances shall be due at Tenant’s expense, repair any damage to the Premises and payable in full. Lessee shall execute LessorBuilding caused the removal of Tenant’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesRemovable Property.

Tenant Improvement Allowance. Provided a. Lessor and Lessee anticipate that Lessee will make certain electrical upgrades (the “Tenant Improvements”) to the Premises, on or before December 31, 2008, in accordance with plans and specifications to be prepared by Lessee and submitted to Lessor for Lessor’s approval as provided in Paragraph 7.3 of the Lease (such plans and specifications, once approved by Lessor, being hereafter referred to as the “Approved Plans”). Following Lessee’s completion of the Tenant Improvements in accordance with the Approved Plans, and provided that Lessee is not in default of its obligations Default or Breach under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)Lease, Lessor will shall provide Lessee with a tenant improvement allowance an amount (the “Tenant Improvement Allowance”) not to exceed $50,000 equal to one-half (1/2) of the cost the electrical upgrade for all costs, fees, overhead and profit reasonably incurred or reasonably charged by Lessee’s contractor and Lessee’s architect and engineers for the following: (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), design and redesign of the Approved Plans; and (ii) up all reasonable costs for labor and material to One Hundred Twenty Thousand Five Hundred Sixty-five dollars construct and install the Tenant Improvements, direct job site supervision, transportation, storage charges, plan check and permit fees, costs of building permits, temporary services, costs of insurance premiums, and taxes for the purchase of materials, pursuant to the Approved Plans ($120,565) for Building 66 ($5.00 per rentable square footcollectively the “Work Costs”). During It is specifically understood and agreed that Work Costs shall not include the period beginning cost of any of Lessee’s Trade Fixtures, nor any of its other furniture, fixtures or other personal property, and nor shall Lessee’s architect and engineer fees reimbursable from the Tenant Improvement Allowance exceed an aggregate of $1,000. b. The Tenant Improvement Allowance shall be disbursed by Lessor to Lessee within ten (10) business days following the later of: (i) the last day that any mechanic’s lien can lawfully be recorded against the Premises, provided that Lessee has previously delivered to Lessor properly ink-executed mechanic’s lien releases in compliance with California Civil Code Section 3262(d)(4), as well as ink-executed stop notice releases for any stop notices which may have been served on September 1Lessor or Lessor’s lender, 2010 or other documentary evidence satisfactory to Lessor that neither Lessee’s contractor nor any subcontractor or laborer or materialman engaged by Lessee’s contractor has filed a mechanic’s lien against the Premises, and ending on August 31provided further that no suits are threatened against Lessor, 2013Lessor’s lender, Lessee may elector the Premises, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) or in the aggregatealternative, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to all liens shall be bonded in accordance with the provisions of Article 7 California Civil Code Section 3143, and all stop notices shall be bonded in accordance with the provisions of California Civil Code Section 3171; (ii) Lessee having opened the Sublease Premises for the conduct of its business; (“Allowance Improvements”). iii) Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of delivering to Lessor a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof statement prepared by Lessee’s contractor, accompanied in a form reasonably approved by statutorily sufficient conditional Lessor, showing by trade the work completed; (i.e. conditioned only upon receipt iv) Lessee delivering to Lessor a schedule of payment) and copies of any reasonably relevant invoices from all laborers, materialmen and Lessee’s contractor for labor rendered and materials delivered to the Premises, whether or unconditional mechanics lien releases (such lien waivers and releases to be submitted not being paid for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs out of the Allowance Improvements exceed the Tenant Improvement Allowance, ; and (v) Lessee delivering to Lessor all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances the following: (as defined belowa) copies of all required governmental permits (including without limitation any required health department permits), subject to all the provisions applicable to such TI Advances set forth below. The terms certificates of insurance and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lesseebusiness licenses, and (iib) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination copy of the Sublease. In the event that Lessee requires additional Alterations to modify certificate of occupancy for the Premises in excess and completed signed-off inspection cards. c. Any portion of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under which exceeds the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain Work Cost of the Sublease TermTenant Improvements or is otherwise remaining undisbursed after June 30, then, upon Lessee’s request therefor in writing 2009 shall thereafter belong to Lessor from time and shall no longer be disbursable to timeLessee, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided it being agreed that Lessee shall provide Lessor not be entitled to any credit, abatement or payment with current financial statements and any other documents requested by Lessor which shall be acceptable respect to Lessor in its reasonable discretion as a condition to availability such undisbursed component of the TI AdvancesTenant Improvement Allowance.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of $5,009,580.00 (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars (i.e., $237,198) for Buildings 63, 64, 65 ($3.00 180.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565foot of the Premises) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 initial design and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject construction of Tenant’s improvements which are permanently affixed to the provisions of Article 7 of Premises (the Sublease (“Allowance Tenant Improvements”). Lessee will provide LessorIn no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Tenant Improvement Allowance and the Space Planning Allowance (as defined below). All Tenant Improvements for which the Tenant Improvement Allowance has been utilized shall be deemed Landlord’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction property under the terms of the Lease. Tenant acknowledges that the Tenant Improvement Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases is to be submitted for any progress payments applied to Tenant Improvements covering the entire Premises and for final payment) executed by if Tenant does not elect to improve the performing contractor(s)entire Premises, supplier(s) and materialmenthen the Tenant Improvement Allowance shall be adjusted on a pro-rata per rentable square foot basis to reflect the number of square feet actually being improved. In the event that Tenant shall fail to request the costs of the Allowance Improvements exceed the entire Tenant Improvement AllowanceAllowance prior to the expiration of Lease Month 36, all such costs unrequested amounts shall be borne solely by Lessee, however, the sole property of Landlord and Tenant shall have no claim to any such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth belowunrequested amounts. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable Notwithstanding anything contained herein to the Allowance Improvements and to any other Alterations made by Lesseecontrary, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not may be applied to non-construction related costs as further set forth in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirtyParagraph 2.2. 4885-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty9329-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.8068.6/391320.00007/5-29-24/arb/bwt EXHIBIT D -1-

Tenant Improvement Allowance. Provided that Lessee is As of September 1, 2005, Landlord shall provide Tenant with an Allowance equal to $10.00 per square foot of net rentable area in the Leased Premises ($218,170.00), and Tenant shall apply such allowance to the upgrade and improvement of the Leased Premises (including but not in default limited to cabling and wiring of its obligations the Leased Premises) pursuant to mutually agreeable plans and specifications. Tenant shall pay Landlord promptly, as additional rental under the Sublease Lease and within thirty (and no event exists which with 30) days of being invoiced therefore, the giving cost of notice or passage any such improvements, less the amount of time would constitute a default such Allowance; provided, however, if Tenant has not used the entire Allowance by Lessee September 1, 2006, Tenant may elect to use up to $3.00 per square foot of net rentable area in the Leased Premises ($65,451.00) of the Allowance to offset the Net Rental next coming due under the Sublease)Lease. The provisions of Exhibit D to the Lease, Lessor will provide Lessee as applicable, shall apply with respect to all improvements in the Leased Premises. Notwithstanding the foregoing, Tenant may perform all such work to the Leased Premises with a tenant improvement allowance (“Tenant Improvement Allowance”) of contractor approved by in advance by Landlord, provided that (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars any mechanical, electrical and plumbing ($237,198"MEP") for Buildings 63, 64, 65 ($3.00 per rentable square foot)work must be approved in advance and drawn by Landlord's MEP architect, and (ii) up all MEP-related work must be performed by subcontractors approved in advance by Landlord. In addition, Tenant shall pay to One Hundred Twenty Thousand Five Hundred Sixty-Landlord construction management fee equal to five dollars percent ($120,5655%) for Building 66 ($5.00 per rentable square foot)of the total cost of all work associated with such improvements to the Leased Premises. During Such fee shall be paid to Landlord or Landlord's designated agent, and may be funded out of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretionAllowance, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesextent available.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of Thirty-Three and 80/100 Dollars (i$33.80) for each rentable square foot of the Initial Premises to be applied toward payment of the tenant improvement costs described below (the "Tenant Improvements"); provided that up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Five and 80/100 Dollars ($237,1985.80) for Buildings 63, 64, 65 ($3.00 per rentable square foot)foot of the Initial Premises may be applied toward the payment of any fee due Tenant's leasing advisor, and Ernst & Young, arising from Ernst & Young's representation of Tenant in connection with the leasing of the Premises (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot"Broker's Fees"). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, In no event shall Landlord be obligated to make disbursements pursuant to this Agreement in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed total amount which exceeds the Tenant Improvement Allowance. In addition, all such costs Tenant shall be borne solely by Lessee, however, such excess entitled to a one-time tenant improvement allowance in the amount of ($33.40) for each rentable square foot of the Expansion Premises to be applied to the payment of the tenant improvement costs described below (the "Tenant Improvements"); provided that up to Five Dollars and 40/100 ($5.40) per square foot may be paid out applied toward the payment of TI Advances (as defined below)any fee due Tenant's leasing advisor, subject to all Ernst & Young, arising from Ernst & Young's representation of Tenant in connection with the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 leasing of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, Expansion Premises (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease"Broker's Fees"). In the no event that Lessee requires additional Alterations shall Landlord be obligated to modify the Premises make disbursements pursuant to this Agreement in excess of the Allowance Improvements or the cost of the Allowance Improvements a total amount which exceeds the Tenant Improvement Allowance aboveAllowance. Notwithstanding the foregoing, provided that: (1) Lessee is not in default of if Tenant, breaches its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2Paragraph 12(b) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing Lease with respect to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date any portion of the first TI AdvancePremises, when without limiting Landlord's remedies as set forth elsewhere in this Lease, the Tenant Improvement Allowance shall not apply to such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability portion of the TI AdvancesPremises.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will Landlord shall provide Lessee with a tenant improvement allowance (“to Tenant an Expansion Premises Tenant Improvement Allowance”) Allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Million Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Eighty and 00/100 Dollars ($357,7631,857,780.00) (i.e., $60.00 per square foot of Rentable Area in the aggregate, Expansion Premises) to be used for the Expansion Premises Tenant Improvements as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to set forth in the provisions of Article 7 of Work Letter attached hereto as Exhibit B. The Expansion Premises Tenant Improvement Allowance shall be reduced by the Sublease (“Allowance Improvements”). Lessee will provide LessorLandlord’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information Work Reimbursement Amount” consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment an amount equal to: (i) 9.76% of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers associated with the purchase and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs installation of the Allowance Improvements exceed 2000 KW Generator, enclosure and related fuel tank and transfer switch (collectively, the Tenant Improvement Allowance“Generator”) installed by Landlord, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination 9.76% of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which costs associated with the giving construction of notice or passage of time would constitute a default shipping/loading area for the Building by Lessee under Landlord (the Sublease“Shipping/Loading Access”), and (2iii) not less than thirty-six 3.25% (36Tenant’s Lot 1 Share) months remain of the Sublease Term, then, upon Lesseecosts associated with Landlord’s request therefor construction and installation of parking gates at all entrances/exits to the parking structure known as “Parking Structure 1” (“Parking Structure 1”) located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ immediately behind the Building. Landlord shall also provide to Tenant an Expansion Premises Test Fit Allowance in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts amount of not less than Fifty Three Thousand ($50,000) each Ninety-Six and not to exceed Seven Hundred Thousand 30/100 Dollars ($700,0003,096.30) in to be used toward the aggregate, for purposes cost of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over preparing a thirty“test-six (36) month period from the date fit” of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute LessorExpansion Premises by either Landlord’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesor Tenant’s architect at Tenant’s election.

Tenant Improvement Allowance. Provided that Lessee is not Landlord shall provide to Tenant an allowance for Tenant Improvements (defined below) to be made to the Premises in default the amount of its obligations under the Sublease up to Eight Dollars (and no event exists which with the giving $8.00) per rentable square foot for a total of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance Three Hundred Twenty-Eight Thousand Four Hundred Fifty-Six Dollars ($328,456) (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During Tenant may use all or any portion of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, Allowance for any Utility Installations or Alterations Lessee deems appropriate, subject all improvements to the provisions Premises and other related work, including but not limited to: (a) space planning and construction drawings; (b) profit, overhead and general conditions of Article 7 contractors; (c) purchase or installation of telephone/computer cabling costs; (d) the Sublease cost to purchase or lease any furniture, fixtures and equipment for the Premises; or (e) such other improvements or repairs to the Premises as Tenant elects (collectively, “Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance ImprovementsIn addition, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed Tenant may apply the Tenant Improvement AllowanceAllowance toward Base Rent, all in which event such costs credit shall be borne solely applied toward the next months’ Base Rent following Landlord’s receipt of written notice thereof from Tenant. The Tenant Improvement Allowance must be utilized by LesseeTenant on or before the date that is twelve (12) months after the Commencement Date as amended herein. After such date, any unused amount of the Tenant Improvement Allowance shall no longer be available to Tenant. Landlord shall pay the Tenant Improvement Allowance to Tenant within thirty (30) days after Landlord’s receipt of (as applicable): (a) copies of all invoices for the Tenant Improvements; (b) final as-built plans for Tenant Improvements; (c) copies of all permits for Tenant Improvements, if any; and (d) unconditional lien releases from Tenant’s general contractor and all subcontractors. The Tenant Improvements and any other Alternations made by Tenant remain subject to the requirements of Section 11 of the Lease; provided, however, such excess costs may that Landlord will not be paid out of TI Advances entitled to receive an “administrative/coordination fee” (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 described in Section 11.2 of the Sublease, as amended by this Amendment, shall be applicable Lease). All improvements to the Allowance Improvements and to any other Alterations Premises made by Lessee, which terms and provisions provide that, among other things, (i) Lessee Tenant covered by the Tenant Improvement Allowance shall be required to obtain become the consent or approval property of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at Landlord upon the expiration or earlier sooner termination of the Subleasethis Lease. In the event that Lessee requires additional Alterations Tenant shall be solely responsible for all costs to modify improve or repair the Premises in excess of the Allowance Improvements or Tenant Improvement Allowance, including any costs to bring the Premises into compliance with the ADA. Landlord shall be responsible for the cost of demising the Allowance Improvements exceeds Premises to exclude the Tenant Improvement Allowance aboveReturned Space from the Premises and any improvements and repairs to the Returned Space, provided that: (1) Lessee is not in default including the creation of its obligations under a corridor to connect the Sublease (and no event exists which lobby with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and restrooms (2as shown on attached Exhibit A) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor costs associated with current financial statements ADA compliance within the Returned Space. Landlord and any other documents requested by Lessor which shall Tenant each agree to be acceptable responsible to Lessor in its reasonable discretion as a condition to availability of the TI Advancespull their own permits for their respective work.

Tenant Improvement Allowance. Provided that Lessee is not Subject to the provisions of this Exhibit C, Landlord shall provide to Tenant an allowance for the planning and construction of the Tenant Improvements including the Tenant Improvements to be performed in default the Premises, as described in the Initial Plans and the Approved Final Drawings, in the following amounts: (a) an allowance of its obligations under Eight Hundred Twenty-Two Thousand Three Hundred Sixty Dollars ($822,360.00) (the Sublease “Fourth Floor Premises Improvement Allowance”) based upon an allowance of Thirty-Five Dollars ($35.00) per square foot of Rentable Area for approximately 23,496 square feet of Rentable Area of the Fourth Floor Premises; and (b) an allowance of Three Hundred Eleven Thousand Nine Hundred and no event exists which with Four Dollars ($311,904.00) (the giving of notice or passage of time would constitute a default by Lessee under the Sublease“Fifth Floor Premises Improvement Allowance”), Lessor will provide Lessee with a tenant improvement based upon an allowance of Thirteen and 50/100 Dollars ($13.50) per square foot of Rentable Area for approximately 23,104 square feet of Rentable Area of the Fifth Floor Premises. The aggregate amount of the Fourth Floor Premises Improvement Allowance and the Fifth Floor Premises Improvement Allowance shall be collectively referred to herein as the “Tenant Improvement Allowance”) . Notwithstanding the foregoing, Tenant shall have the right to use any of the Tenant Improvement Allowance to pay for Tenant Improvements made to any portion of the Fifth Floor Premises or the Fourth Floor Premises; provided, however, that Landlord shall first be entitled to use a portion of the Tenant Improvement Allowance to pay the Architect for costs incurred in connection with the Architect’s preparation of Initial Plans, the Final Drawings and the Approved Final Drawings. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs and shall be subject to the provisions of Section 10 below. Notwithstanding the foregoing, if, as a condition to the applicable governmental agency’s approval of the Tenant Improvements in the Fourth Floor Premises, (i) up certain sprinkler heads relating to Two Hundred Thirtythe sprinkler system located in the Fourth Floor Premises are required to be replaced and/or, (ii) certain ADA upgrades are required to be made to the restrooms located in the Fourth Floor Premises and/or (iii) additional power supplies for the fire alarm system control panel or “back-Seven Thousand One Hundred Ninety-Eight dollars bone” are required to activate the fire alarm devices in the Fourth Floor Premises ($237,198) such work, if and to the extent required, collectively, “Landlord’s Work”), then, in such event, Landlord shall perform or cause to be performed such Landlord’s Work, at Landlord’s sole cost and expense (and no portion of the Tenant Improvement Allowance shall be applied towards such Landlord’s Work). Following the completion of the Tenant Improvements and Landlord’s final accounting of the amount of the Tenant Improvement Allowance expended on the Tenant Improvements, Tenant shall have the right to credit against Base Rent any of the Tenant Improvement Allowance not expended by Landlord; provided, in no event shall Tenant have the right to credit against Base Rent for Buildings 63, 64, 65 ($3.00 per rentable square footi). the Fourth Floor Premises an amount in excess of the Fourth Floor Premises Tenant Improvement Allowance, and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Fifth Floor Premises an amount in excess of the Allowance Improvements Fifth Floor Premises Tenant Improvement Allowance; provided, further, such credit available to Tenant pursuant to (i) or (ii) above shall be credited in equal monthly installments towards the cost Base Rent due for the respective portion of the Allowance Improvements exceeds Premises over the remainder of the Term. If Tenant uses any portion of the Tenant Improvement Allowance aboveas a credit against Base Rent as provided herein, provided that: (1) Lessee is not in default of its obligations under Landlord and Tenant shall enter into an amendment to the Sublease (and no event exists which with Lease confirming the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs application of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject credit to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesBase Rent.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") for the work described on the Final Tenant Plans of up to a maximum amount of Two Million Four Hundred Sixty-Four Thousand Three Hundred Ninety-Five and No/100 Dollars ($2,464,395.00) (based on $15.00 per RSF of the Premises). Notwithstanding anything to the contrary contained herein, Landlord and Tenant agree that the Tenant Improvement Allowance shall be applied in its entirety to the Phase 1 Improvements, and that Tenant shall be responsible, at Tenant's sole cost and expense, of the entirety of the Phase 2 Improvements. Notwithstanding the foregoing to the contrary, in the event the Tenant Improvement Allowance exceeds the Cost of Tenant Improvements (as defined below) for the Phase 1 Improvements, any balance thereof shall be applied to the Cost of Tenant Improvements for the Phase 2 Improvements. If the Tenant Improvement Allowance exceeds the combined Cost of the Improvements for Phase 1 and Phase 2, Tenant shall not be entitled to such excess, but rather such excess funds shall belong to and be the sole property of Landlord. The Tenant Improvement Allowance is to be used only for the following costs (collectively, the "Cost of Tenant Improvements"): (i) up Payment of the cost of preparing the Preliminary Plans relative to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars the Tenant Improvements ($237,198including, without limitation, the Architect's fees and costs) for Buildings 63and the Final Tenant Plans, 64including, 65 ($3.00 per rentable square foot)without limitation, mechanical, electrical, plumbing and structural drawings and of all other aspects necessary to complete the Final Tenant Plans. (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of The payment of costs for design plan check, permit and license fees relating to construction of the Allowance Tenant Improvements. (iii) The costs of construction of the Tenant Improvements as provided in the Final Tenant Plans, including supporting information consisting without limitation, the following: 1. Installation within the Premises of a line item summary all partitioning, doors, floor coverings, ceilings, wall coverings and painting and similar items; 2. All electrical wiring, lighting fixtures, outlets and switches, and other electrical work necessary for the Premises; 3. The furnishings, installation and screening of all HVAC units, duct work, terminal boxes, diffusers and accessories necessary for the heating, ventilation and air conditioning systems within the office portions of the cost Premises; 4. Any additional improvements to complete the Allowance Improvements and verification of payment Premises required for Tenant's use of the Premises including, but not limited to, odor control, special heating, ventilation and air conditioning, noise or vibration control or other special systems or improvements, and all mechanical systems necessary for the operation of Tenant’s business in the Premises; 5. All fire and life safety control systems such as fire walls, sprinklers, halon, fire alarms, including piping, wiring and accessories, necessary for the Premises; 6. All plumbing, fixtures, pipes and accessories necessary for the Premises; 7. Testing and inspection costs; and 8. Fees for the Contractor and tenant improvement coordinator including, but not limited to, fees and costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases attributable to be submitted for any progress payments and for final payment) executed by general conditions associated with the performing contractor(s), supplier(s) and materialmen. In the event that the costs construction of the Allowance Improvements exceed Tenant Improvements; and (iv) An administrative and supervision fee payable to Landlord in an amount equal to three percent (3%) of the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the no event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds will the Tenant Improvement Allowance abovebe used to pay for Tenant's moving expenses or for furniture, provided that: trade fixtures, equipment, telephone systems or any other item of personal property which are not affixed to the Premises. Any unused portion of the Tenant Improvement Allowance will not be refunded to Tenant, but rather shall be retained by Landlord. For avoidance of doubt, the entire Tenant Improvement Allowance shall be paid by Landlord to Tenant during the construction of the Phase 1 Improvements (1unless, upon completion of the Phase 1 Improvements, a balance remains, in which case the balance shall be applied to the Cost of the Improvements for the Phase 2 Improvements) Lessee is not in default of its obligations under the Sublease (and no event exists which accordance with the giving provisions of notice or passage of time would constitute a default by Lessee under the Sublease), and (2Sections 9(c) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesbelow.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance in the amount of (i) $358,060.00 with respect to the Building F Premises and the Building A Premises (i.e., Five Dollars ($5.00) per rentable square foot of the Premises multiplied by 71,612 rentable square feet of the Building F Premises and the Building A Premises) (the “Existing Premises Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars Dollars ($120,5655.00) for Building 66 ($5.00 per rentable square footfoot of the Substitute Premises (which includes the Building B Substitute Premises and the Building D Substitute Premises). During , which final amount shall be calculated once the period beginning on September 1rentable square footage of the Building B Substitute Premises has been determined pursuant to Section 2.1 of the Fourth Amendment) (the “Substitute Premises Tenant Improvement Allowance” and, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate collectively with the combined Existing Premises Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66“Tenant Improvement EXHIBIT B -1- Allowance”), for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions design and construction of Article 7 of Tenant’s improvements, which are permanently affixed to the Sublease Premises (the “Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed total amount which exceeds the Tenant Improvement Allowance. As more particularly set forth in Section 8.5 of the Original Lease, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Tenant Improvements and to any other Alterations made by Lessee, for which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations has been made available shall be deemed Landlord’s property under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain terms of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each Lease. Tenant hereby acknowledges and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date agrees that any unused portion of the first TI AdvanceTenant Improvement Allowance remaining as of May 31, when such TI Advances 2014, shall be due revert to Landlord and payable in full. Lessee Tenant shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advanceshave no further right thereto.

Tenant Improvement Allowance. Provided Tenant shall receive an allowance against the cost of designing, obtaining permits for, and constructing the Tenant Work in the amount of Twenty-Five Dollars ($25.00) per rentable square foot contained within the Building [for a total allowance of Six Hundred Fifty-Three Thousand One Hundred Seventy-Five Dollars ($653,175.00] (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be paid to Tenant or its designee as the construction of the Tenant Work progresses and in proportion to the, completion of such work, subject to retainage as provided for below and to deduction for Landlord's Fee as provided in Section 3.7. Each payment to Tenant or its designee shall be made within thirty (30) days after written request for payment by Tenant (such request not to be made more often than monthly), provided that Lessee is (a) Landlord's Representative shall have the right to inspect the Tenant Work performed within that period and Landlord shall have the right to withhold payment for any defective or incomplete work noted, and (b) all progress payments in connection with the Tenant Work shall be subject to a ten percent (10%) retainage by Landlord until fifty (50%) of the Tenant Work has been completed and a five percent (50%) retainage by Landlord until Substantial Completion of the Tenant Work has occurred. Each request for payment shall be accompanied by (i) a copy of the invoice or paid receipt in the case of design or permitting expenses, (ii) the General Contractor's requisition for payment to Tenant in the case of construction work, setting forth in reasonable detail the costs of the Tenant Work incurred to the date of such submission and the amount of those costs paid to date, and (iii) for all costs other than permitting expenses, mechanics lien waivers duly executed by all parties supplying labor, materials, or services with respect to the Tenant Work, waiving all claims for mechanics' or materialmens' liens for all work, materials, or services furnished to the Building except for the work, materials, or services which are the subject of the current request for payment. All payments of the Tenant Improvement Allowance made by Landlord to Tenant shall be deemed to have been made in trust, for application only to the Construction Costs. At Landlord's option, all checks may be made jointly payable to Tenant and the General Contractor or other party furnishing, labor, materials, or services for the Tenant Work, as the case maybe. The costs subject to payment from the Tenant Improvement Allowance shall not include any interest or other costs of financing or any overhead charge, construction management fee, or other fee to Tenant or any affiliate of Tenant, but shall include Landlord's Fee as provided in default Section 3.7. Upon Substantial Completion of its obligations the Tenant Work and provided that no Event of Default exists under the Sublease Lease (and no event exists has occurred and is continuing which with would constitute an Event of Default upon the giving of notice or the passage of time would constitute a default by Lessee under the Subleasetime), Lessor will provide Lessee with a tenant improvement allowance (“the retainage held back by Landlord from the Tenant Improvement Allowance”) Allowance shall be paid to Tenant, less any unpaid balance of Landlord's Fee (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof which shall be retained by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(sLandlord) and materialmen. In if the event that the costs of the Allowance Improvements exceed total Construction Costs, (plus Landlord's Fee) are less than the Tenant Improvement Allowance, all such the balance of the Tenant Improvement Allowance shall be credited by Landlord to the first installment or installments of Basic Rent coming due under the Lease until the Tenant Improvement Allowance is exhausted. If the total costs of the Tenant Work (plus Landlord's Fee) are in excess of the Tenant Improvement Allowance, the excess costs shall be borne solely by Lessee, however, such excess costs may Tenant and any outstanding balance of Landlord's Fee shall be paid out of TI Advances (by Tenant to Landlord as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises provided in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesSection 3.7.

Tenant Improvement Allowance. Provided that Pursuant to the Second Amendment, Lessor made available to Lessee is not an Improvement Allowance of Five Million Dollars ($5,000,000). Pursuant to the Third Amendment, Lessor made an additional Improvement Allowance of Five Million Dollars ($5,000,000) available to Lessee. Pursuant to the Ninth Amendment, Lessor made an additional Improvement Allowance of Five Million Dollars ($5,000,000) available to Lessee. Pursuant to the Eleventh Amendment, Lessor made an additional Improvement Allowance of Five Million Dollars ($5,000,000) available to Lessee. Lessor hereby makes available to Lessee an additional improvement allowance equal to Five Million Dollars ($5,000,000) to be used for certain capital improvements to the Facilities. Such additional improvement allowance shall be used only for completion of capital improvements to the Facilities listed on Exhibit B to this Amendment, which shall be approved and constructed in default of its obligations under the Sublease (and no event exists which accordance with the giving terms and provisions of notice or passage Paragraph 2 of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant Second Amendment. The term “Capital Improvements” as and where used in Paragraph 2 of the Second Amendment shall be deemed to include such capital improvements. The additional improvement allowance (shall be requested and disbursed in accordance with the provisions of Paragraph 3 of the Second Amendment. The term “Tenant Improvement Allowance”) , as and where used in Paragraph 3 of (i) up the Second Amendment, shall be deemed to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) include and refer to the additional improvement allowance provided for Buildings 63in this paragraph, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) except that such additional improvement allowance shall be available for Building 66 ($5.00 per rentable square foot). During the period beginning Capital Improvements completed on September 1, 2010 and ending on or before August 31, 20132014 and the final request for disbursement shall be no later than October 31, Lessee may elect, 2014. The annual Base Rent payable under the Existing Master Lease shall be increased by the Improvement Allowance Adjustment Amount for each disbursement of such additional improvement allowance as provided in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 Paragraph 4 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenSecond Amendment. In the event that Lessor fails to pay Lessee any installment request for the costs additional improvement allowance as provided in Paragraph 3 of the Allowance Improvements exceed Second Amendment, Lessee shall have the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out rights and remedies provided in Paragraph 4 of TI Advances (as defined below), subject to all the Second Amendment and the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 Paragraph 4 of the Sublease, as amended by this Amendment, Second Amendment shall be applicable apply to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all ’s exercise of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (rights and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.remedies

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763") in the aggregate, as needed between Buildings 63, 64, 65, and 66, amount of $301,180.00 (based upon $20.00 per useable square foot contained within the Premises for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance Improvements, including supporting information consisting of a line item summary and in no event shall Tenant be entitled to any credit for any portion of the cost to complete Tenant Improvement Allowance which is not used by Tenant on or before the Allowance Improvements and verification of payment of date which is three (3) months after the Commencement Date. Notwithstanding the foregoing, in the event costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted incurred for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Tenant Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely Tenant may elect, by Lesseewritten notice to Landlord at any time on or before the commencement of construction, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds increase the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing up to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Five Dollars ($700,0005.00) in per usable square foot contained within the aggregatePremises ("Additional Allowance"). If Tenant exercises its option to so increase the Tenant Improvement Allowance, Monthly Basic Rental for purposes of financing the costs of such Alterations, which TI Advances Premises shall be amortized increased throughout the initial Term by an amount sufficient to amortize the Additional Allowance over a ten (10) year term based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at eight ten percent (8.010%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in fullannum. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.EXHIBIT "D" 1 Initials: ____ ____

Tenant Improvement Allowance. Provided that Lessee is not in default Landlord will contribute to the cost of its obligations under performing the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) Work, as depicted on the Tenant Improvement Plans, to the extent of the lesser of (ia) up to Two One Million Five Hundred Thirty-Seven Sixty Thousand One Hundred Ninety-Eight dollars and No/100 Dollars ($237,1981,560,000.00) for Buildings 63, 64, 65 (calculated at the rate of $3.00 26.00 per rentable square footfoot in Building 4) or (b) the actual cost for such work as set forth in the TI Contract (the "TENANT IMPROVEMENT ALLOWANCE"). The Tenant Improvement Allowance may be increased, upon written request by Tenant, by a maximum of Six Hundred Thousand and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars No/100 Dollars ($120,565600,000.00) for Building 66 (calculated at the rate of $5.00 10.00 per rentable square footfoot in Building 4). During Any such increase in the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in Allowance shall be fully amortized over the aggregateTerm, as needed between Buildings 63extended by this Amendment, 64at seven percent (7%) per annum and payable by Tenant, 65as additional rent, together with Tenant's monthly payment of Base Rent. For example, if Tenant uses the entire $10.00 per rentable square foot and 66Building 4 is deemed to contain 60,000 rentable square feet, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 amount payable by Tenant would be $6966.51 per month. Tenant shall pay all costs in excess of the Sublease Tenant Improvement Allowance (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification as the same may be increased as set forth above, i.e. all Tenant Improvement costs in excess of payment of costs $36.00 per rentable square foot in Building 4) for the design and construction of the Allowance Tenant Improvements ("TENANT'S CONTRIBUTION"), as established by the TI Contract. Tenant shall pay Tenant's Contribution to Landlord upon the Amendment Commencement Date. During the construction of the Tenant Improvements, including supporting information consisting Landlord shall make disbursements of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above(and Tenant's Contribution, provided thatif applicable) for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as specified in this Paragraph 5. Except as otherwise specified in this EXHIBIT "C", the Tenant Improvement Allowance (and Tenant's Contribution, if applicable) may be applied only to the payment or reimbursement of: (1i) Lessee is not in default Tenant's costs of its obligations under preparing the Sublease Space Plans, the Final Plans and the Tenant Improvement Plans; (and no event exists which with ii) payments to the giving TI Contractor; (iii) costs of notice or passage of time would constitute a default by Lessee under obtaining building permits for the Sublease), Tenant Improvements; (iv) the Building 4 Relocation Costs; and (2v) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the other documented costs of such Alterationslabor and materials incorporated into the Tenant Improvements (including cabling costs, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirtybut excluding free-six (36) month period from the date of the first TI Advancestanding furnishings, when such TI Advances shall be due fixtures, equipment and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancespersonal property).

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Expansion Space A Allowance”) in the amount of (i) up to Two Hundred ThirtyEighty-Seven One Thousand Three Hundred Seventy Dollars ($281,370) (equivalent to $15.00 per rentable square foot of Expansion Space A), to be used solely for the costs relating to the design, engineering, permitting, management and construction of Tenant’s initial improvements (“Tenant Improvements”) which are permanently affixed to Expansion Space A and for the “Soft Costs” defined below which pertain to Expansion Space A. Tenant shall also be entitled to a one-time tenant improvement allowance (the “Expansion Space B Allowance”) in the amount of Forty-One Thousand Eight Hundred Ninety-Eight dollars Dollars ($237,19841,890) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up equivalent to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square footfeet of Expansion Space B). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate be used solely for the combined costs relating to the design, engineering, permitting, management and construction of Tenant Improvements which are permanently affixed to Expansion Space A or Expansion Space B and for the “Soft Costs” defined below which pertain to Expansion Space A or Expansion Space B. The Expansion Space A Allowance and the Expansion Space B Allowance are sometimes referred to collectively herein as the “Tenant Improvement Allowance, up .” In no event shall Landlord be obligated to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) make disbursements of its own funds pursuant to this Tenant Work Letter in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed total amount which exceeds the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in default the Premises, as described in the Initial Plans and the Approved Final Drawings, in the amount of its obligations under One Million Thirty Thousand One Hundred Fifty and 00/100 Dollars ($1,030,150.00) (the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) based upon an allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Eleven and 00/100 Dollars ($237,19811.00) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) foot for Building 66 ($5.00 per 93,650 rentable square foot). During feet of the period beginning on September 1Premises to be improved, 2010 as described in the Initial Plans and ending on August 31the Approved Final Drawings; provided, 2013upon the prior written approval of Landlord, Lessee may elect, in its sole discretion, to allocate a portion of the combined Tenant Improvement Allowance, up to Allowance in the amount of Three Hundred Fifty-Seven Thousand Seven Hundred SixtyTwenty-Three Thousand Eight Hundred Nine and 50/100 Dollars ($357,763323,809.50) may be used by Tenant for FF&E to be installed in the aggregatePremises. Tenant shall not be entitled to any credit, as needed between Buildings 63abatement or payment from Landlord in the event that the amount of the Tenant Improvement Allowance specified above exceeds the sum of actual Tenant Improvement Costs and any Tenant Improvement Allowance amounts spent by Tenant for FF&E. Except with respect to FF&E, 64, 65the Tenant Improvement Allowance shall only be used for tenant improvements typically installed by Landlord in research and development buildings. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs and any Tenant Improvement Allowance amounts spent by Tenant for FF&E, and 66, for any Utility Installations or Alterations Lessee deems appropriate, shall be subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined Section 10 below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not Notwithstanding anything to the contrary contained in default the Lease, Tenant shall renovate the Leased Premises to build a wall, remove doors and add one additional door through the shared lobby (the “Improvement Work”) subject to Landlord’s approval of its obligations under the Sublease (and no event exists which plans thereof in accordance with the giving of notice or passage of time would constitute a default by Lessee under “Work Letter,” attached to the Sublease), Lessor will provide Lessee with a tenant improvement allowance (Original Lease as Exhibit B. The term “Tenant Improvement Allowance”) of ,” as defined in the Work Letter, is hereby revised to mean “$111,910.00,” (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 (based upon $5.00 per rentable square foot). During foot of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate Leased Premises) solely for the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvement Work and Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other thingsFurthermore, (i) Lessee shall be required to obtain the consent or approval “$4,628.00” amount in the last full sentence of Lessor to Paragraph 2(a) in the Allowance Improvements Work Letter is hereby amended and to any other Alterations made by Lessee, replaced with “$5,595.50,” and (ii) Lessor may, as a condition the “1,851.20” amount in the last paragraph of or Paragraph 2 is hereby amended and replaced with “$2,238.20”. All Improvement Work performed pursuant to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at this Section 3 shall be performed in accordance with and subject to the expiration or earlier termination terms and conditions of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds Work Letter and Landlord shall disburse the Tenant Improvement Allowance above, provided that: (1) Lessee is not to Tenant pursuant to and in default of its obligations under accordance with the Sublease (and Work Letter. In no event exists which with will Tenant be entitled to any rent credit based on any unused Tenant Improvement Allowance. Other than the giving of notice or passage of time would constitute a default by Lessee under the Sublease)Tenant Improvement Allowance provided herein, and (2) except to the extent expressly provided in the Original Lease, Landlord shall not less than thirty-six (36) months remain be responsible for the payment or performance of any improvements or alterations to the Leased Premises and, except to the extent expressly provided in the Original Lease, Tenant agrees to accept the same in their “as is” condition as of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesLease Commencement Date.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one- ---------------------------- time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of (i) up to Two Hundred ThirtyOne Million Eighty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Eighty Dollars ($357,7631,087,380.00), which is equal to Five Dollars ($5.00) in per usable square foot of the aggregatePremises other than the Must-Take Space but including Suite 100 of Must- Take Space II (or $293,460 based on an aggregate of 58,692 usable square feet), as needed between Buildings 63, 64, 65, and 66plus Thirty Dollars ($30.00) per usable square foot of the Must-Take Space (other than Suite 100 of Must-Take Space II) ($793,920 based on 26,464 usable square feet), for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of Tenant's improvements which are permanently affixed to the Allowance ImprovementsPremises, including supporting information consisting of a line item summary the Must- Take Space (the "Tenant Improvements"). Notwithstanding anything to the contrary set forth herein, Landlord shall not be obligated to disburse any portion of the cost Tenant Improvement Allowance allocable to complete Suites 100 or 150 of Must-Take Space II until the Must-Take Space Commencement Date applicable to such space, which allocable amounts are Twenty-Five Thousand Eight Hundred Eighty Dollars ($25,880) with respect to such Suite 100 and Eighty-Three Thousand Three Hundred Ten Dollars ($83,310) with respect to such Suite 150. The Tenant Improvement Allowance Improvements and verification of payment exclusive of the costs thereof by Lessee, accompanied by statutorily sufficient conditional amounts allocable to Suites 100 and 150 of Must-Take -- Space II is the aggregate amount of Nine Hundred Seventy-Eight Thousand One Hundred Ninety Dollars (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s$978,190), supplier(s) and materialmen. In the no event that the costs of the Allowance Improvements exceed shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Further, all such costs in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter for any unused portion of the Tenant Improvement Allowance. Tenant shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject entitled to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds apply the Tenant Improvement Allowance aboveto costs incurred for any portion of the Premises, provided that: (1) Lessee including the Must-Take Space, notwithstanding the method of calculating the amount of the Tenant Improvement Allowance. Except with respect to the portion of the Tenant Improvement Allowance allocable to Must-Take Space II, any portion of the Tenant Improvement Allowance which is not in default utilized by Tenant by December 31, 1998 (or the date twelve (12) months after the applicable Must-Take Space Rent Commencement Date with respect to Suites 100 and 150 of its obligations Must-Take Space II), shall revert to Landlord and Tenant shall receive no credit for any unused portion of the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the Sublease (and no event exists which with the giving terms of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain Section 8.5 of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in fullLease. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.-----------

Tenant Improvement Allowance. Provided Landlord and Tenant hereby acknowledge and agree that Lessee is not the Tenant Improvement Costs (defined in default of its obligations under Section 9 below) for the Sublease (Tenant Improvements, based upon the Initial Plans approved by Landlord and no event exists which Tenant in accordance with the giving provisions of notice or passage of time would constitute a default Section 4 above, are estimated to be approximately Seven Hundred Two Thousand Nine Hundred Twelve and 00/100 Dollars ($702,912.00) (the “Estimated TI Costs”). If the actual Tenant Improvement Costs varies from this estimate by Lessee under the Subleasemore than twenty-five percent (25%), Lessor will then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 10 below); (c) Tenant to provide Lessee with a tenant improvement to Landlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to pay for the Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord’s contribution of the Tenant Improvement Allowance (defined in Section 10 below). Subject to the foregoing, Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of Seven Hundred Two Thousand Nine Hundred Twelve and 00/100 Dollars ($702,912.00) (the “Tenant Improvement Allowance”) based upon an allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Twenty and 80/100 Dollars ($237,19820.80) for Buildings 63, 64, 65 ($3.00 per rentable square foot)foot for 33,792 square feet of the Premises which is to be improved, as described in the Initial Plans and (ii) up the Final Drawings. Tenant shall not be entitled to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During any credit, abatement or payment from Landlord in the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate event that the combined amount of the Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for tenant improvements typically installed by Landlord in office/R&D and warehouse/distribution buildings. The Tenant Improvement Allowance shall be the aggregate, as needed between Buildings 63, 64, 65, maximum contribution by Landlord for the Tenant Improvement Costs and 66, for any Utility Installations or Alterations Lessee deems appropriate, shall be subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined Section 10 below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant, shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the total amount of (i) up to Two Five Hundred Thirty-Forty- Seven Thousand One Hundred NinetyTwenty-Eight dollars Six and 00/100 Dollars ($237,198547,026.00) for Buildings 63, 64, 65 (i.e. $3.00 34.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565foot of the Premises) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are permanently affixed to the Allowance ImprovementsPremises including without limitation, including supporting information consisting of a line item summary the Equipment and the Generator, as such terms are defined in Section 6.4 of the cost to complete the Allowance Improvements Lease and verification of payment any of the costs thereof by Lessee, accompanied by statutorily sufficient conditional conduit or fuel lines described in Section 6.5 or Section 6.6 of the Lease (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s"Tenant Improvements"), supplier(s) and materialmen. In the no event that the costs of the Allowance Improvements exceed shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject . Notwithstanding anything to all the provisions applicable to such TI Advances contrary set forth belowabove. The terms Tenant may also use up to Eighty Thousand and provisions 00/100 Dollars ($80,000.00) of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance abovefor any so-called "soft costs" relating to Tenant's occupancy of and move into the Premises. For purposes of this Tenant Work Letter, provided that: "soft costs" shall mean costs associated with (1i) Lessee acquiring and/or connecting computers for the Premises, (ii) Tenant's move into the Premises, (iii) acquiring any furniture, fixtures or equipment (including without limitation the telephone system) for the Premises, (iv) signage, (v) legal fees, (vi) fees of any consultants employed by Tenant in connection with the construction of and/or the move into the Premises, (vii) stationary and (viii) any other relocation related use desired by Tenant. The items set forth in the preceding sentence and in the first sentence of this Section 2.1 are hereinafter sometimes referred to as the "Tenant Improvement Allowance Items." Furthermore to the extent that any portion of the Tenant Improvement Allowance is not in default utilized for the purposes set forth above then the amount of its obligations the unutilized portion of the Tenant Improvement Allowance shall be credited against the Rent first payable by Tenant under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesLease.

Tenant Improvement Allowance. Provided that Lessee is not in default Notwithstanding any other provision of its obligations under this Lease to the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)contrary, Lessor will Landlord shall provide Lessee Tenant with a tenant improvement allowance Tenant Improvement Allowance up to $534,000 (the “Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up Landlord’s reimbursement payments hereunder shall not be unreasonably withheld or delayed. Upon Tenant making an approved Tenant Improvement, with said approval not to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot)be unreasonably withheld, Tenant shall submit the actual invoice applicable to the Tenant Improvement. During So long as Tenant has not exceeded the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in Landlord shall pay the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject invoice directly to the provisions of Article 7 of applicable vendor within the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of time period set forth for payment of costs for design and construction of the Allowance Improvementswithin said invoice along with any penalties, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) fees or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress assessments in connection with late payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenthereof. In the event that the Tenant makes Tenant Improvements which costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall Tenant will be borne solely by Lessee, however, responsible for paying any such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth belowcosts. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable Notwithstanding anything to the Allowance Improvements and to any other Alterations made by Lesseecontrary, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In in the event that Lessee Tenant’s improvements, alterations, operations or activities at or in the Demised Premises requires additional Alterations to modify that the sprinkler system in the Demised Premises in excess be changed, modified, or reconfigured, then any such changes, modifications, and reconfigurations and all costs applicable thereto shall be the sole cost and expense of the Allowance Improvements or the cost of the Allowance Improvements exceeds Tenant and Tenant may not use the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, pay for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesthem.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will Landlord shall provide Lessee Tenant with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred NinetySixty-Eight dollars Thousand Four Hundred Fifteen Dollars ($237,198268,415.00) (the “Renewal TI Allowance”), to be applied by Tenant only toward the cost of refurbishing the Premises (e.g., walls, offices, conference rooms and other similar improvements, new carpet, paint, power upgrades [excluding, however, any upgrades to redundant power sources such as uninterrupted power supply and back-up generators], HVAC work, lighting, etc.) (“Refurbishing”). Tenant cannot use the Renewal TI Allowance to pay for, furniture or trade fixtures or for Buildings 63any other purpose other than Refurbishing the Premises. Once Tenant has completed and paid for one or more particular Refurbishing projects, 64Landlord shall reimburse Tenant for the costs of such Refurbishing work, 65 in an aggregate amount not to exceed the Renewal TI Allowance, within thirty (30) days after Landlord’s receipt of the following: (i) a written request for reimbursement that itemizes, on a line item basis, the Refurbishing costs for which Tenant seeks payment, (ii) invoices, contracts and other documents that reasonably evidence that Tenant has actually incurred Refurbishing costs in an amount equal to or exceeding the Renewal TI Allowance (provided, however, Tenant can request multiple draws upon the Renewal TI Allowance for multiple Refurbishing projects so long as the total amount of all draws does not exceed the maximum Renewal TI Allowance of $3.00 per rentable square foot268,415.00), (iii) final, unconditional lien releases from all contractors and material and service providers who have provided materials and services for the Refurbishing work, which lien releases comply with California Civil Code Section 3262(d), and (iiiv) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which and information as Landlord shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesreasonably request.

Tenant Improvement Allowance. Provided that Lessee is not In addition to performing the Tenant Improvement Work as defined in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)this Work Letter, Lessor will Landlord shall also provide Lessee Tenant with a tenant improvement allowance (“Tenant Improvement Allowance”) in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Two Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Two Dollars ($357,763102,352.00) ("Landlord's Amortizing Contribution") towards the cost related to installing certain Non-Standard upgraded carpet tiles and the cost of relocating and re-installing Tenants furniture in connection with such carpet installation (as itemized as "Alternate A" in the aggregate, Cost Estimate) (the "Amortizing Improvements"). Any portion of the Landlord's Amortizing Contribution funded by Landlord shall be amortized over the sixty (60) month Term of the Lease as needed between Buildings 63, 64, 65extended by this Amendment using an interest factor of ten percent (10%) per annum, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 Basic Rent payable during the initial sixty (60) months of the Sublease (“Allowance Improvements”)Lease as extended by this Amendment shall be increased by said amortized payments, retroactive to August 1, 2005. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification Upon request by Landlord, the amount of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of such rental adjustment shall be memorialized on a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof form provided by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenLandlord. In the event that the costs amount of the Allowance rental adjustment is finally determined, Tenant shall promptly pay to Landlord a lump sum amount equal to the total accrued sums owing due to the retroactive adjustment. It is further understood and agreed that the Amortizing Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely scheduled and shall be substantially completed not later than December 31, 2005 to be eligible for funding by Lesseethe Landlord's Amortizing Contribution, however, such excess costs may and that Landlord shall not be paid out of TI Advances (as defined below), subject obligated to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 fund any portion of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Landlord's Amortizing Contribution for Amortizing Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of commenced after such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesdate.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute Lessor agrees to provide a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) Allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars $18.08 ($237,19835.00 x 62/120) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars foot of the 14th Floor Expansion Premises ($120,565176,479) for Building 66 ($5.00 per rentable square foot). During to be spent on permanent improvements to the period beginning on September 1Leased Premises based upon mutually approved plans and specifications or be added to the Remaining Unapplied Allowance.. Notwithstanding the foregoing, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate a portion of the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars (Allowance for the 14th Floor Expansion Premises equaling $357,763) 14,526.00 will be deducted from the Tenant Improvement Allowance as consideration for Lessee’s acquisition of the furniture currently located in the aggregate14th Floor Expansion Premises further described in Section 4 below, as needed between Buildings 63, 64, 65, and 66, resulting in a total remaining Tenant Improvement Allowance $161,953.00 for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”)Tenant Work. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and Lessor shall cooperate in the design, permitting and construction of the Allowance Improvements, including supporting Tenant Work by responding to requests for information consisting and taking such other action as may be required of a line item summary either of them in connection with approving the cost to complete the Allowance Improvements plans and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers specifications and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement AllowanceWork in a timely fashion. Lessor and Lessee agree that the Remaining Unapplied Allowance of $432,002.82, plus the remaining Tenant Improvement Allowance net of furniture acquisition costs, is $593,955.82. 3.1 The “Tenant Work,” as used herein, shall mean all construction work performed pursuant to and in accordance with the plans and specifications which have been approved by Lessor. Lessee may request to perform additional work different from or in addition to the Tenant Work, except Lessee may not make any modifications to the Tenant Work without Lessor’s prior written consent. 3.2 The “Tenant Improvement Costs,” as used herein, shall consist of all direct and indirect costs associated with the Tenant Work, including: (a) design, including, without limitation, the cost of preparing the plans and specifications, permitting, demolition and preparation work, (b) “hard” and “soft” construction costs, including, without limitation, all such costs shall be borne solely by Lesseeamounts payable to general contractor under Lessor’s contract with general contractor,, however, such excess costs may be paid out (c) the cost of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable any changes to the Allowance Improvements plans and to specifications required by any other Alterations made by Lesseeapplicable governmental authority, which terms and provisions provide that, among other thingsand, (id) Lessee shall be required to obtain the consent or inspection and approval of Lessor to the Allowance Improvements fees. 3.3 Any and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises Tenant Improvement Costs in excess of the Tenant Improvement Allowance Improvements shall be Lessee’s responsibility and, if performed by Lessor, shall be paid upon demand to Lessor, or upon Lessee’s election, may be paid for out of the current Remaining Unapplied Allowance. Lessor and Lessee agree that the Remaining Unapplied Allowance as of August 2012 is $614,166.07 and that Lessee currently has a tenant improvement project on the 22nd floor which has not been closed out with an estimated cost of $182,163.25 which would bring the Allowance Improvements exceeds Remaining Unapplied Allowance, not including the Tenant Improvement Allowance aboveadded pursuant to this Amendment, provided that: (1) Lessee is not to an estimated $432,002.82 as depicted in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesExhibit B attached hereto.

Tenant Improvement Allowance. Provided that Lessee is not Notwithstanding any contrary provision of this Agreement requiring Tenant to bear all costs of the Improvements, Landlord agrees to pay costs and expenses incurred (including reimbursement to Tenant for its costs and expenses) in default of its obligations under the Sublease (and no event exists which connection with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of any Improvements (including, without limitation, all costs and expenses of plans, permits, licenses and approvals, demolition expenses, and the Allowance ImprovementsSupervision Fee), including supporting information consisting designed and constructed pursuant to this Agreement (collectively, "Tenant Improvement Costs") up to the aggregate amount of a line item summary five hundred twenty-one thousand two hundred thirty dollars ($521,230) (based upon ten dollars ($10.00) per square foot of Net Rentable Area of the cost to complete Leased Premises) (the "Tenant Improvement Allowance"). The Tenant Improvement Costs shall not include costs incurred by Landlord or its agents in reviewing and approving Space Plans, Working Drawings, Engineering Drawings and Plans. Landlord and Tenant agree such Tenant Improvement Allowance Improvements and verification of payment may be used for the construction of the costs thereof by LesseeImprovements; provided, accompanied by statutorily sufficient conditional however, in no event shall the Tenant Improvement Allowance be used to pay for Tenant's personal property, equipment, furniture, fixtures (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(sincluding, without limitation, work stations), supplier(s) and materialmen. In the event that the costs telephone equipment or cabling, computer equipment or cabling, or any similar items, regardless of whether or not such items are affixed to or built inside interior partitions of the Allowance Improvements exceed Leased Premises or the Sublease Premises. Furthermore, Tenant agrees that it shall have no right to the balance of the Tenant Improvement Allowance, all such and Landlord shall have no further obligation to pay any costs shall be borne solely by Lesseeor expenses for any Improvements, howevermade or constructed after December 31, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances1998.

Tenant Improvement Allowance. Provided that Lessee Pursuant to the terms of the Lease, Seller, as landlord, is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)obligated to pay to Buyer, Lessor will provide Lessee with as tenant, a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of One Million Eight Hundred Forty-Five Thousand Dollars ($1,845,000.00) upon the satisfaction of certain conditions set forth therein. With respect thereto, Buyer, as tenant, and Seller, as landlord, hereby agree that, notwithstanding anything to the contrary contained in the Lease, (i) up in the event that the transfer of the Property from Seller to Two Buyer is not consummated due to a default by Buyer under this Agreement, the amount of the Tenant Improvement Allowance shall be reduced by Five Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Dollars ($237,198500,000.00) for Buildings 63, 64, 65 ($3.00 per rentable square foot), the "Liquidated Damages Amount") and Seller shall be entitled to retain the Liquidated Damages Amount as liquidated damages pursuant to Section 5.3 below and (ii) up Buyer's entitlement to One Hundred Twenty Thousand Five Hundred Sixty-five dollars receive the Tenant Improvement Allowance shall be deferred until ($120,565A) for Building 66 the termination of this Agreement or thirty ($5.00 per rentable square foot). During 30) days after Close of Escrow (whichever is first to occur) and (B) Buyer's satisfaction of all of the period beginning on September 1conditions precedent set forth in Section VI.B of the Work Letter, 2010 and ending on August 31attached as Exhibit C to the Lease, 2013, Lessee may elect, in its sole discretion, regarding Seller's obligation to allocate pay to Buyer the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs transfer of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject Property from Seller to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and Buyer is not consummated due to any reason other Alterations made than a default by LesseeBuyer under this Agreement, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval amount of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirtyshall be One Million Eight Hundred Forty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Five Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances1,845,000.00).

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”the "TENANT IMPROVEMENT ALLOWANCE") in the amount of (i) up to Two Hundred Thirty-Seven Thousand to, but not exceeding Thirty One Hundred Ninety-Eight dollars Dollars ($237,19831.00) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and foot of the Premises (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowancei.e., up to Three Four Million Nine Hundred FiftyTwenty-Seven One Thousand Seven Two Hundred SixtyEighty-Three One and 00/100 Dollars ($357,7634,921,281.00) in based on 158,751 rentable square feet of the aggregate, as needed between Buildings 63, 64, 65, and 66Premises), for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are to be affixed to the Allowance Improvements, including supporting information consisting of a line item summary Premises (the "TENANT IMPROVEMENTS") and certain other costs to be incurred by Tenant in connection with its initial move into and fit-up of the cost Premises; provided, however, that Landlord shall have no obligation to complete the Allowance Improvements and verification disburse all or any portion of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is twelve (12) months after the First Phase RCD. In no event shall Landlord be borne solely by Lessee, however, such obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in excess costs may be paid out of TI Advances $3,658,465.00 for the First Phase Tenant Improvements (as defined below) and $1,262,816.00 for the Second Phase Tenant Improvements (as defined below). If the Lease terminates with respect to the Second Phase Premises as provided in Paragraph 2.1(C) of the Lease, subject then the Tenant Improvement Allowance shall be limited to all the provisions applicable First Phase Premises only and therefore reduced to such TI Advances a maximum of $3,658,465.00. No portion of the Tenant Improvement Allowance shall be disbursed for the Second Phase Tenant Improvements unless and until Landlord has tendered and Tenant has accepted the Second Phase Premises. Except as otherwise set forth in Section 2.3 below. The terms and provisions of Article 7 , Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Sublease, Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as amended by this Amendment, shall be applicable defined below). Notwithstanding anything to the contrary herein or in the Lease, Landlord shall have no obligation to grant or disburse the Tenant Improvement Allowance Improvements and to or any other Alterations made by Lessee, which terms and provisions provide that, among other things, part thereof if (i) Lessee at the time of Tenant's request for payment (a) an Event of Default under the Lease, or an event which with the passage of time or giving of notice would constitute an Event of Default under the Lease, shall exist or (b) Tenant shall have assigned its interest in the Lease to any party other than a Successor Assignee or sublet all or any part of the Premises, or (ii) the labor and/or materials for which Tenant seeks payment has not yet been performed and incorporated into the Premises. Except for disbursement of the Tenant Improvement Allowance in accordance with the terms and conditions of this Tenant Work Letter, under no circumstances shall Landlord be required to obtain the consent provide Tenant with any funds or approval of Lessor allowances with respect to the Allowance Tenant Improvements or Premises, and to all costs associated with the design, construction, or any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination aspect of the Sublease. In the event that Lessee requires additional Alterations to modify the Tenant Improvements or Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted borne and paid for solely by law) in equal monthly installments over a thirty-six (36) month period Tenant without any credit, reimbursement or other compensation from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesLandlord.

Tenant Improvement Allowance. Provided that Lessee is Landlord shall provide to Tenant an allowance not in default to exceed the sum of its obligations under $30.00 per rentable square foot of the Sublease Premises (and no event exists which with i.e. 61,410 rentable square feet multiplied by $30.00/RSF equals $1,842,300.00); (collectively the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”). The Improvement Allowance shall be used solely for (a) construction and improvements in the Premises contemplated by and approved by Landlord pursuant to the provisions of the Lease, or (ib) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars construction and improvements in the building located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, Madison, Wisconsin ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot“1209 Building”), and approved by the owner of the 1209 Building (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square footthe “Tenant Improvements”). During Tenant may allocate the period beginning on September 1, 2010 Improvement Allowance between or among the Premises and ending on August 31, 2013, Lessee may electthe 1209 Building as Tenant sees fit, in its sole discretion. All work completed using the Improvement Allowance shall be on an “open-book” basis, and for the Tenant Improvements to allocate the combined Premises Tenant shall retain Iconica Incorporated (“Iconica”) to undertake and complete any and all work utilizing the Improvement Allowance. In order for Landlord to be responsible for payment of any portion of the Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) Tenant shall not be in the aggregateDefault of any term or condition of this Lease. The Improvement Allowance shall be used for design, as needed between Buildings 63engineering, 64construction, 65cabling, project management fees, permit fees, IT expenses, purchase and installation of fixtures, signage, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject other hard and soft costs related to the provisions of Article 7 of Tenant Improvements to the Sublease (“Allowance Improvements”)Premises or the 1209 Building. Lessee will provide LessorSubject to Landlord’s Facilities Department sufficient backup information showing verification of payment of costs for prior written approval, which Landlord shall not unreasonably withhold, condition or delay, Tenant shall have the right to use its own contractors, architects and design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost professionals to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenTenant Improvements. In the event that the costs Tenant Improvements to the Premises or 1209 Building cost less than the amount of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs Tenant shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject entitled to all the provisions applicable apply unused Improvement Allowance to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the SubleaseBase Rent. In the event that Lessee requires additional Alterations to modify the Tenant Improvements cost more than the amount of the Improvement Allowance, Tenant shall be responsible for any amounts over and above the amount of the Improvement Allowance. To draw any portion of the Improvement Allowance, Tenant shall provide Landlord with a written draw request itemizing the work Tenant has completed in the Premises or 1209 Building and customary lien waivers from each contractor or subcontractor equaling the amount of such payment request. Unless otherwise agreed in excess writing by ▇▇▇▇▇▇▇▇ and Tenant, Landlord shall not charge any supervisory, construction management or oversight fees in conjunction with the application of the Allowance Improvements or the cost Improvement Allowance. Any portion of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveunused on December 31, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)2025, and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject applied to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when Base Rent next due until such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesunused Improvement Allowance is fully utilized.

Tenant Improvement Allowance. Provided that Lessee is not in default (a) Landlord shall pay up to $40 per square foot of its obligations under the Sublease Premises (and no event exists which with the giving for a total of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance up to $585,200) (“Tenant Improvement Allowance”) for the costs of (i) up the Tenant Improvements. The Tenant Improvement Allowance may be used for any and all hard and soft costs, including, but not limited to, the cost to Two Hundred Thirtyconstruct improvement to the Premises, design and any fees associated with T▇▇▇▇▇’s third-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) party management or supervisions of the project. Tenant shall be responsible for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During shall pay all costs of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, Tenant Improvements in its sole discretion, to allocate excess of the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Tenant Improvements are less than the Tenant Improvement Allowance, Tenant shall be entitled to a reduction in Base Rent as follows: for any unused Tenant Improvement Allowance up to $5.00 per square foot Tenant shall get a $1.00 reduction for each $1.00 not spent and, in the event, that the unused Tenant Improvement Allowance exceeds $5.00 per square foot then any additional reduction in Base Rent is limited to $.0677 per square foot for each full dollar of the $40 per square foot allowance that is not utilized. Any reduction shall be applied to the first year of the lease term and the same annual escalations outlined herein shall be used to create a new rent schedule. In such event, Landlord and Tenant shall enter into an amendment to the Lease memorializing the decrease in the Tenant Improvement Allowance and the Base Rent. Tenant shall also be allowed to utilize excess Tenant Improvement Allowance (allowance remaining after the approved Plans and Specifications are completed) towards the purchase and installation of furniture, fixtures, equipment, moving costs and telecommunications cabling, so long as those items or expenses do not exceed $7.50 per square foot. (b) If the costs of the Tenant Improvements exceed the Tenant Improvement Allowance, all such costs Tenant shall have the right to require Landlord to pay up to an additional $5.00 per square foot of Premises (for a total of up to $73,150) for the cost of the Tenant Improvements. Such additional contribution shall be borne solely by Lessee, however, such excess costs may be paid out a part of TI Advances (as defined below), the Tenant Improvement Allowance and subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 conditions of the Sublease, as amended Lease and this Work Letter affecting same. Such additional contribution by this Amendment, shall be applicable Landlord to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Tenant Improvements exceeds shall be reimbursed by Tenant by increasing the Base Rent by a monthly amount determined by amortizing such additional amount at an interest rate of eight percent (8%) per annum over the Initial Lease Term. In such event, Landlord and Tenant shall enter into an amendment to the Lease memorializing the increase in the Tenant Improvement Allowance aboveand the Base Rent. Notwithstanding anything to the contrary contained in the Lease, no rental abatement provided thatfor in the Lease shall apply to Tenant’s obligation to repay the additional Tenant Improvement Allowance. (c) Landlord shall pay the Tenant Improvement Allowance to Tenant in one lump sum as requested upon the occurrence of the following: (a) the City of Boulder issues a Certificate of Completion regarding the entirety of the Tenant work; and (b) Tenant submits to Landlord a request for the Tenant Improvement Allowance (the “Allowance Request”), which Allowance Request shall include the following: (i) invoices establishing the basis of the cost of work for which T▇▇▇▇▇ is seeking payment of the Allowance; (iii) affidavits from Tenant’s contractor and architect affirming that all payrolls, bills for materials and any equipment and other indebtedness related to that portion of the Tenant Work performed by or on behalf of contractor or architect, as appropriate, and any of its subcontractors, suppliers, consultants or sub-consultants have been paid in full; (iv) full, final and unconditional lien releases from parties designated by Landlord and in a form reasonably acceptable to Landlord; and (v) any other data, to the extent and in such form as may be reasonably designated by Landlord, that establishes: (1) Lessee the amount of the cost of work for which reimbursement is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), sought; and (2) not less that the Property will be free from liens related to the Tenant Work. Notwithstanding anything herein to the contrary: (a) Tenant must submit its Allowance Request no later than thirty-six (36) months remain 180 days after the City of Boulder’s issuance of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee Certificate of Occupancy (the “TI AdvancesRequest Submittal Deadline”), in amounts of not less than Fifty Thousand ; and ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000b) in the aggregateevent that Tenant fails to submit a complete Allowance Request containing all of the information required above on or before the Request Submittal Deadline, for purposes of financing the costs of such Alterations, which TI Advances Tenant shall be amortized at eight percent (8.0%) per annum (subject forfeit its right to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesAllowance.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”the "TENANT IMPROVEMENT ALLOWANCE") in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars and 50/100 Dollars ($237,19831.50) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot)foot of office space within the Premises. During For purposes of calculation of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined total Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 maximum amount of the Sublease Improvement Loan (“as defined below) and Landlord's obligation to advance space planning costs, the rentable square feet of the Premises shall be 134,847. The Tenant Improvement Allowance shall be exclusively applied toward the costs of completing the Tenant's Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of Landlord shall be entitled to employ the Tenant's Improvement Allowance in connection with payment of costs the Tenant Improvement Allowance Items. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter, or otherwise for design and the construction of the Allowance Tenant's Improvements, including supporting information consisting in excess of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs except as provided in Paragraph 3.3. Tenant shall be borne solely by Lessee, however, such excess responsible for all costs may be paid out of TI Advances (as defined below), subject to all incurred in constructing the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Tenant's Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveAllowance, provided that: whether resulting from cost overruns, changes to the Construction Drawings requested by Tenant (1) Lessee is not or made necessary by reason of design or other issues in default of its obligations under the Sublease (and no event exists which connection with the giving of notice Construction Drawings prepared by Tenant's Architect or passage of time would constitute a default by Lessee under the Sublease), and (2Tenant's Engineers) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesor otherwise.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding $5.00 per useable square foot of the 2nd and 3rd Floor Space and $10.00 per useable square foot for the 1st Floor Space ($386,220 in the aggregate for the Premises), for the costs relating to the initial design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). The Tenant Improvement Allowance may only be utilized by Tenant pursuant to the terms of this Tenant Work Letter for permissible expenditures or rent abatement, if applicable, occurring prior to April 30, 2008. At Tenant’s election, up to fifty percent (50%) of the Tenant Improvement Allowance may be used for Tenant’s costs relating to IT, furniture, telecommunications, and moving costs, and up to fifty percent (50%) may be used as a credit against Tenants obligation to pay Base Rent. Irrespective of Tenant’s use of the Tenant Improvement Allowance, whether used (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63Tenant Improvements, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars fifty percent ($120,56550%) used for Building 66 IT, furniture, telecommunications, moving costs, and/or ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, iii) up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars fifty percent ($357,76350%) in used as a credit against Base Rent, the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations utilization or Alterations Lessee deems appropriate, subject to the provisions application of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement AllowanceAllowance must have occurred no later than April 30, all such costs 2008. After April 30, 2008, Tenant shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject have-no-right in or to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 unused portion of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the SubleaseTenant improvement Allowance. In the no event that Lessee requires additional Alterations shall Landlord be obligated to modify the Premises make disbursements pursuant to this Tenant Work Letter in excess of the Allowance Improvements or the cost of the Allowance Improvements a total amount which exceeds the Tenant Improvement Allowance aboveor obligated to make disbursements for expenditures which occur after April 30, provided that: (1) Lessee is not 2008. Tenant shall be entitled to a maximum amount of $193,110 credit against its obligation to pay Base Rent or may use up to $193,110 for costs incurred by Tenant in default of its obligations under the Sublease (and no event exists which conjunction with the giving Premises and related to IT, furniture, telecommunications and/or moving costs(“Alternate TI Use Error! Bookmark not defined.”). If Tenant desires to utilize the Alternate TI Use, Tenant shall notify Landlord of notice or passage Tenant’s election in writing, together with all backup documentation sufficient in Landlord’s reasonable determination, evidencing such expenditures, no later than March 1, 2008. For purposes of time would constitute a default by Lessee under this Section 2.1, “IT” shall include the Sublease)hardware, software and (2) not less than thirty-six (36) months remain infrastructure of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of $228,060.50 (which amount equals the sum of (i) up the $74,745.00 tenant improvement allowance applicable to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot)the Expansion Premises, and (ii) up the $153,315.50 tenant improvement allowance applicable to One Hundred Twenty Thousand Five Hundred Sixty-five dollars the Modified Existing Premises ($120,565based upon 23,587 rsf)) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject costs relating to the provisions initial design and construction of Article 7 of Tenant’s improvements which are permanently affixed to the Sublease Seventh Floor Premises (the “Allowance Tenant Improvements”). Lessee will provide LessorIn no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction property under the terms of the Allowance ImprovementsLease, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmenas amended hereby. In the event that Tenant fails to use the costs of the Allowance Improvements exceed the entire Tenant Improvement AllowanceAllowance on or before the date (the “Outside Date”) which is one hundred eighty days following the Expansion Premises Commencement Date, all such costs then any remaining balance shall revert to Landlord and Tenant shall have no further rights with respect thereto (whether as a Rent credit, cash payment, or otherwise). The Outside Date shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable extended to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval extent Tenant’s use of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveis delayed as a result of a “Force Majeure”, provided that: (1) Lessee as that term is not defined in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain Section 26.03 of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesOffice Lease.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with Landlord agrees to pay Tenant a tenant improvement allowance of Two Hundred Ninety-One Thousand Six Hundred Sixty and No/100ths U.S. Dollars ($291,660.00) (the “Tenant Improvement Allowance”) as contribution toward the cost of tenant improvement work performed in the New Premises (collectively, the “Tenant Finish Costs”). The Tenant Improvement Allowance shall be applied toward (i) up the cost of tenant improvement work completed within the rentable area of the New Premises in accordance with the Construction Drawings (as defined below), excluding, however, any movable furniture, equipment and trade fixtures not physically attached to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars the Premises ($237,198) for Buildings 63collectively, 64, 65 ($3.00 per rentable square footthe “Tenant Work”), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per the cost of tenant improvement work completed within the rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 areas of the Sublease (“Allowance Improvements”). Lessee will provide LessorNew Premises in accordance with Tenant’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances IT Work (as defined below), subject to all as well as any soft costs, such as architectural, engineering, cabling and wiring costs incurred by Tenant in connection with Tenant’s Work or Tenant’s IT Work. Landlord shall pay the provisions applicable to such TI Advances set forth below. The terms and provisions costs of Article 7 Tenant’s IT Work from the proceeds, if any, of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance abovewithin thirty (30) days after receipt of invoices, provided that: (1) Lessee is reasonable supporting documentation, and lien waivers in such form as Landlord may reasonably require. Any unused portion of the Tenant Improvement Allowance upon completion of Tenant’s Work and Tenant’s IT Work will not in default be refunded to Tenant and will not be available to Tenant as a credit against any obligations of its obligations Tenant under the Sublease Lease. Landlord shall have the right to charge a construction management fee equal to two and one-half percent (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (22.5%) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such AlterationsTenant Finish Costs, which TI Advances amount shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period deducted from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant Improvement Allowance.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred NinetySeventy-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred SixtyTwenty-five dollars Five Dollars ($120,565171,525.00) for Building 66 the costs relating to the initial design ($5.00 per rentable square footincluding consultant and project management fees), permitting and construction of Tenant’s improvements which are affixed to the Expansion Premises, which improvements may include glass entry doors to the Expansion Premises which doors may include an etching of Tenant’s corporate logo, subject to Landlord’s reasonable consent (collectively, the “Tenant Improvements”) and for the “Tenant Improvement Allowance Items,” as that term is defined in Section 1.2(a) below. During In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance. Tenant shall have no claim for any Tenant Improvement Allowance, up and Landlord shall have no obligation to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, reimburse Tenant for any Utility Installations or Alterations Lessee deems appropriateTenant Improvement costs, subject that have not been requested by December 31, 2012. Notwithstanding anything in this Lease to the provisions of Article 7 contrary, if any barrier removal work or other work is required to the Building, the Common Areas or the Project under the ADA as a result of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Tenant Improvements, including supporting information consisting then such work shall be the sole responsibility of a line item summary of the cost to complete the Allowance Improvements Landlord and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to shall not be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises included in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesImprovements.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding Fifty-Five Dollars (i$55.00) per usable square foot of the Premises but excluding, for this purpose, the usable square footage comprising the balconies and restrooms (1,925 usable square feet in the aggregate) (i.e. up to Two Nine Hundred ThirtyEighty-Seven Four Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Fifteen Dollars ($357,763) in the aggregate984,115.00)), based on 17,893 usable square feet), as needed between Buildings 63, 64, 65, and 66, well as an Additional Allowance (the “Additional Allowance” in an amount equal to Eighty Thousand Dollars ($80,000.00) for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions design and construction of Article 7 of Tenant’s improvements which are permanently affixed to the Sublease Premises (the “Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Tenant Improvements exceed the Tenant Improvement Allowance and the Additional Allowance, all Tenant shall pay fifty percent (50%) of such costs amount to Landlord in cash, prior to construction of the Tenant Improvements and Tenant shall be borne solely by Lesseehave the option, however, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such excess costs may be paid out of TI Advances to Landlord as provided below, to receive a one-time additional tenant improvement allowance to pay for such excess costs (as defined below), subject the “Optional Allowance”) in the amount not to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 exceed Ten Dollars ($10.00) per usable square foot of the Sublease, as amended by this Amendment, shall be applicable Premises to pay for the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, remaining fifty percent (i50%) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lesseecosts but excluding, at for this purpose the expiration or earlier termination of usable square footage comprising the Subleasebalconies and restrooms (1,925 usable square feet in the aggregate) (i.e., up to One Hundred Seventy-Eight Thousand Nine Hundred Thirty Dollars ($178,930.00) based on 17,893 usable square feet). In the event that Lessee requires additional Alterations Tenant exercises such option and as consideration for Landlord providing such Optional Allowance to modify Tenant, the Premises in excess of Monthly Basic Rent payable by Tenant throughout the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: entire sixty-four (164) Lessee is not in default of its obligations under the Sublease month Lease Term (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2“Amortization Period”) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized increased by an amount sufficient to fully amortize such Optional Allowance throughout said sixty-four (64) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at eight the rate of nine percent (8.09%) per annum (subject the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Work Letter Agreement, Tenant acknowledges and agrees that the unamortized balance of the Optional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date foregoing provisions of the first TI Advance, when such TI Advances this Section 2.1 shall be become immediately due and payable in full. Lessee shall execute Lessor’s commercially reasonable form as unpaid rent which has been earned as of promissory note such termination date, specifically including a termination pursuant to Sections 18 and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability 19 of the TI Advances.Lease. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever, including without limitation, pursuant to Sections 18 and 19 of the Lease. The Tenant Improvement Allowance, the Additional Allowance and the portion of the Optional Allowance so elected to be received by Tenant are sometimes collectively referred to herein as the “Allowances”. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter Agreement in a total amount which exceeds the Allowances. Tenant shall not be entitled to receive any cash payment or credit against rent or otherwise for any portion of the Allowances which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below). EXHIBIT “C” T▇▇▇▇▇ ▇▇▇▇▇ COURT, LA JOLLA

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up in the amount equal to One Hundred Twenty Thousand Five Million Seven Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Eight Thousand Seven Four Hundred Sixty-Three Dollars ($357,763) 1,768,463.00)). The Tenant Improvement Allowance is to reimburse Tenant for the costs relating to the initial design and construction of improvements which Tenant makes to the Expansion Space, including the installation of new HVAC equipment and work to reinforce the roof of the Building to support such new HVAC equipment, in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to accordance with the provisions of Article 7 of this Work Letter (the Sublease (“Allowance Tenant Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification In no event shall Landlord be obligated to make disbursements of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not for Tenant Improvements in default a total amount which exceeds the amount of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed One Million Seven Hundred Sixty-Eight Thousand Four Hundred Sixty-Three Dollars ($700,000) 1,768,463.00).” B. Section 1.2.2.3 of Exhibit B to the First Amendment is hereby amended by deleting the second sentence thereof and replacing it with the following: “Further, Landlord shall have no obligation to fund any portion of the Tenant Improvement Allowance that is not the subject of a request for payment made in accordance with Section 1.2.2.1 above and delivered to Landlord on or before July 6, 2013; and any undisbursed portion of the aggregate, for purposes of financing the costs of such Alterations, which TI Advances Tenant Improvement Allowance shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted retained by law) in equal monthly installments over a thirty-six (36) month period from the Landlord; provided that such date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form extended on a day for day basis for each day that the Remedial Work has not been Substantially Completed after the Intended Remedial Work Completion Date for any reason other than a delay caused by an act or omission of promissory note and any other commercially reasonable documents requested by Lessor, provided Tenant that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancescontinues after notice thereof from Landlord.”

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under Tenant shall pay any cost created by changes made by Tenant after Tenant's Plans have been approved by both Landlord and Tenant and such cost may be funded from the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”. After completion of the improvements (construction of which Landlord will monitor and control) Tenant shall pay within twenty (20) business days of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars (Tenant's receipt of invoice for any cost overages resulting from changes made by Tenant in approved Tenant's Plans. Landlord will provide a Tenant Improvement Allowance of $237,198) for Buildings 63, 64, 65 ($3.00 28.00 per rentable square footfoot of the Premises toward the completion of the Work shown in Tenant's Plans including any space planning and engineering costs, data and voice cabling costs and systems furniture (such systems furniture shall not exceed a cost of $4.00 per rentable square foot of the Premises), and (ii) . Any unused allowance may be utilized by Tenant during the Term for additional leasehold improvements to the Premises and/or up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1foot of any unused allowance may be converted, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretionat Tenant's request, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions an equivalent amount of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases free rent to be submitted for any progress payments and for final paymentapplied against Base Rental as it becomes due pursuant to Paragraph 18(a) executed by the performing contractor(s), supplier(s) and materialmenof this Lease. In the event that the costs Tenant elects to convert up to $5.00 per rentable square foot of the Allowance Improvements exceed any unused allowance into free rent as provided for above, then the Tenant Improvement Allowance, all such costs Allowance set forth herein shall be borne solely reduced by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Subleasean equivalent amount. In the event that Lessee requires additional Alterations to modify the Premises in excess any portion of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveremains unused after the completion of the Work, provided that: (1) Lessee is not Landlord and Tenant agree to amend the Lease to specify the manner in default which Tenant desires to utilize the unused portion of its obligations under the Sublease (and no event exists which allowance in accordance with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor options set forth in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesthis Paragraph 8.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (the “Fixturization Allowance”) in the amount of $8 per RSF of the Premises (i.e., $637,400.00) for costs relating to moving or relocation expenses, data/cabling, or furniture, fixtures or equipment. In addition to the Fixturization Allowance, Tenant shall be entitled to a one-time additional allowance, which may be requested periodically by Tenant for (i) costs required to be paid by Tenant under this Tenant Work Letter, or (ii) costs of “Alterations” performed in the Premises by Tenant from time to time prior to the second (2nd) anniversary of the full execution and delivery of this Lease, of up to $28.00 per RSF of the Premises (i.e., up to $2,230,900.00) (the “Additional Improvement Allowance”) of (i) ); provided, however, that up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars (but no more than $237,198) for Buildings 63, 64, 65 ($3.00 12 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 RSF of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction Premises of the Additional Improvement Allowance Improvements(i.e., including supporting information consisting of a line item summary of the cost not more than $956,100.00) may be used by Tenant for costs relating to complete the Allowance Improvements and verification of payment of the costs thereof by Lesseemoving or relocation expenses, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) data/cabling, or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s)furniture, supplier(s) and materialmenfixtures or equipment. In the event that the costs Tenant exercises its right to use all or any portion of the Allowance Improvements exceed the Tenant Additional Improvement Allowance, all such costs the monthly Base Rent for the Premises for the initial Lease Term shall be borne solely increased by Lessee, however, such excess costs may be paid out of TI Advances (an amount equal to the “Additional Monthly Base Rent,” as that term is defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, “Additional Monthly Base Rent” shall be applicable to determined as the Allowance Improvements and to any other Alterations made by Lesseemissing component of an annuity, which terms and provisions provide that, among other things, annuity shall have (i) Lessee shall be required to obtain the consent or approval amount of Lessor to the Additional Improvement Allowance Improvements and to any other Alterations made utilized by LesseeTenant as the present value amount, (ii) the number of months remaining in the Lease Term as the number of payments, (iii) 9% as the annual interest factor, and (iiiv) Lessor may, the Additional Monthly Base Rent as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination missing component of the Subleaseannuity. In At Landlord’s option, Landlord and Tenant shall enter into an amendment to this Lease memorializing the event that Lessee requires additional Alterations applicable Base Rent increase(s) attributable to modify the Premises in excess such Additional Monthly Base Rent amount payable by Tenant hereunder. Following Tenant’s election to use all or any portion of the Allowance Improvements or Additional Improvement Allowance, Landlord and Tenant shall enter into an agreement in the cost form of Schedule 2 to this Exhibit B in order to document the amount of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesAdditional Monthly Base Rent.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a Tenant shall be entitled to tenant improvement allowance allowances (each a “Tenant Improvement Allowance”) for various portions of the Premises in accordance with the table set forth below for the costs relating to the design (iincluding consultant and project management fees), permitting, and construction of Tenant’s improvements which are affixed to the portion of the Premises for which the Tenant Improvement Allowance pertains (as applicable, the “Tenant Improvements”), including the “Tenant Improvement Allowance Items,” as that term is defined in Section 1.2(a) up below, and “FF&E” as defined, and subject to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198the limitation specified below, in this Section 1.1. Except as provided in Sections 1.2( d) for Buildings 63, 64, 65 ($3.00 per rentable square footand 1.2(f), and (ii) up in no event shall Landlord be obligated to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, make disbursements pursuant to allocate the combined this Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, Work Letter for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions portion of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements a total amount which exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain for such portion of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts Premises. Portion of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Premises Tenant Improvement Allowance Phase I Premises Thirty Dollars ($700,00030.00) per square foot of Rentable Area, of which Ten Dollars ($10.00) per square foot of Rentable Area may be used for Tenant’s furniture, furnishings, fixtures, and equipment installed by Tenant, including, but without limitation, art, indoor and outdoor furniture, plants, and Sports Court equipment (collectively, “FF&E”). Phase II Premises Thirty Dollars ($30.00) per square foot of Rentable Area, of which Ten Dollars ($10.00) per square foot of Rentable Area may be used for FF&E. 6210 Expansion Premises (if any) Twenty-Five Dollars ($25.00) per square foot of Rentable Area, of which Ten Dollars ($10.00) per square foot of Rentable Area may be used for FF&E. (i) 6230 Additional Space (if any) (ii) An amount equal to ($30.00) per square foot of Rentable Area, multiplied by a fraction, the numerator of which is the number of days remaining in the aggregateinitial Term following Landlord’s delivery of the 6230 Additional Space and the denominator of which is the number of days in the Term respecting the Phase II Premises (i.e., for purposes 60 months), of financing the costs which one-third (1/3) of such Alterations, which TI Advances shall amount may be amortized at eight percent used for FF &E. 6210 Additional Space (8.0%if any) Twenty-Five Dollars ($25.00) per annum square foot of Rentable Area, of which up to Ten Dollars (subject to the maximum rate permitted by law$10.00) in equal monthly installments over a thirty-six (36) month period from the date per square foot of the first TI Advance, when such TI Advances shall Rentable Area may be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.used for FF&E.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a) Landlord agrees to grant to Tenant a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance Tenant Improvement Allowance (“Tenant Improvement Allowance”) of One Hundred Eighty-three Thousand Ninety-six Dollars ($183,096.00) ($12.00/SF x 15,258 SF) to be applied toward the “Total Cost of Tenant’s Improvements” (as defined below) to be installed in accordance with this Exhibit “C.” (b) As used herein, “Total Cost of Tenant’s Improvements” shall include: (i) up the cost of Tenant Improvements and increases therein pursuant to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63Paragraphs 5 and 6 below, 64, 65 ($3.00 per rentable square foot)if any, and all demolition costs incurred in connection with preparing the Premises for the installation of the Tenant Improvements; (ii) all costs related to change orders requested by Tenant up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) the guaranteed maximum additional cost for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) change specified in the aggregate, change order and approved by Landlord and Tenant in accordance with Paragraph 5 hereof; (iii) all costs related to Government Change Orders (as needed between Buildings 63, 64, 65, defined in Paragraph 6) approved or deemed approved by Tenant in accordance with Paragraph 6; (iv) actual permit fees and 66, other fees for any Utility Installations or Alterations Lessee deems appropriate, subject the Tenant Improvements; (v) the cost of consultants and engineers identified in the Improvement Cost Budget for the Tenant Improvements; (vi) an amount equal to the provisions actual cost of Article 7 of third party supervision, administration and on site facilities and equipment necessary to perform the Sublease work; (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of vii) the cost to complete comply with any laws, rules, regulations, covenants, conditions, restrictions and/or fire underwriter requirements applicable to the Allowance Improvements Premises to the extent such compliance is triggered by the Tenant Improvement work; (viii) an amount equal to the percentage mutually agreed upon by Landlord and verification Tenant with the general contractor for the general contractor’s overhead and profit (“Contractor’s Fee”); and (ix) the cost of payment architects hired by Landlord for the design of the costs thereof by LesseeTenant Improvements. Except as specifically provided in this Exhibit C, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt the Total Cost of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Tenant’s Improvements may not exceed the Tenant Improvement Allowance, all such costs Guaranteed Maximum Cost and shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 not include any of the Subleasefollowing: (a) the cost of any Landlord’s work other than the construction of the Tenant Improvements described on the Final Construction Drawings and any approved change orders thereto requested by Tenant; (b) the cost of removing any Hazardous Materials in the Premises not introduced to the Premises by Tenant; (c) the cost to comply with any laws, as amended by this Amendmentrules, shall be regulations, covenants, conditions, restrictions and/or fire underwriter requirements applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor Premises to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of extent such Allowance Improvements and/or other Alterations made by Lessee, at compliance would have been required in the expiration or earlier termination absence of the Sublease. In Tenant Improvement work; (d) costs for overtime not authorized by Tenant in writing to the event that Lessee requires additional Alterations extent in excess of any budget for overtime included in the Improvement Cost Budget; (e) construction management, profit and overhead charges (whether payable to modify the Premises Landlord, its authorized representatives or any general contractor) in excess of the Allowance Improvements or the cost Contractor’s Fee; (f) replacement of the Allowance Improvements exceeds roof and the Tenant Improvement Allowance above, provided that: (1) Lessee is not New HVAC Units as specified in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain paragraph 9 of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.Lease; and

Tenant Improvement Allowance. Provided that Lessee Section 2.1 of the Tenant Work Letter attached to the Third Amendment as Exhibit B is not hereby amended and restated in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of entirety as follows: “Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance in the amount of (i) One Million Eighty-Eight Thousand Forty and 00/100 Dollars ($1,088,040.00) (i.e., $15.00 per 72,536 rentable square feet of the Existing Premises) (the “Existing Premises Tenant Improvement Allowance”) and (ii) One Million Two Hundred Twenty Thousand Four Hundred and 00/100 Dollars ($1,220,400.00) (i.e., $50.00 per 24,408 rentable square feet of the Expansion Premises) (the “Expansion Premises Tenant Improvement Allowance” and together with the Existing Premises Tenant Improvement Allowance, collectively, the “Tenant Improvement Allowance”) for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Existing Premises and/or the Expansion Premises, or which are "Tenant 817456.01/WLA 888888-00019/5-2-22/ctl/ctl -1- 1▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ [Fourth Amendment] [AssetMark, Inc.] Improvement Allowance Items," as that term is defined in Section 2.2.1, below (ithe “Tenant Improvements”), which Tenant Improvements shall be performed in compliance with applicable laws (including, without limitation, the "Code," as defined below). In no event shall Landlord (A) differentiate between improvements made to the Existing Premises and the Expansion Premises, nor (B) be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance; provided that, notwithstanding the foregoing, at a minimum, Tenant shall either leave the existing ceiling grid in place or install as part of the Tenant Improvements a new ceiling grid in the Expansion Premises, using at least Building-standard materials, methods and finishes. Notwithstanding any provision to the contrary contained herein, to the extent any portion of the Tenant Improvement Allowance is unused by Tenant as of August 31, 2024 (the “Outside Date”), then the remaining balance thereof shall revert to Landlord, and Tenant shall have no further rights with respect thereto (whether as a Rent credit, cash payment, or otherwise). Notwithstanding anything to the contrary in this Tenant Work Letter, Tenant may utilize up to Two Hundred Thirty-Seven Seventeen Thousand One Six Hundred Ninety-Eight dollars and 00/100 Dollars ($237,198217,608.00) for Buildings 63, 64, 65 ($3.00 per 72,536 rentable square foot), and (iifeet of the Existing Premises) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During of the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Existing Premises Tenant Improvement Allowance, up Allowance to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) pay for Tenant Improvement Allowance Items incurred by Tenant in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject connection with tenant improvements made to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of Existing Premises during calendar year 2018 upon Tenant providing to Landlord paid invoices for all such improvements and related costs for design and construction of which the Existing Premises Tenant Improvement Allowance Improvementsis to be disbursed, including supporting information consisting of a line item summary of signed permits for all improvements completed within the cost to complete the Allowance Improvements and verification of payment of the costs thereof by LesseeExisting Premises, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or properly executed unconditional mechanics lien releases (such lien waivers in compliance with both California Civil Code Section 8134 and releases to be submitted for any progress payments either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note material suppliers and any other commercially reasonable documents requested by Lessorparty which has lien rights in connection with the construction of such improvements, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability requirements that are part of the TI AdvancesLandlord's standard "close-out" package.”

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763"TENANT IMPROVEMENT ALLOWANCE") in the aggregate, as needed between Buildings 63, 64, 65, and 66, amount of $27.00 for any Utility Installations or Alterations Lessee deems appropriate, subject each of the 12,420 usable square feet of the Premises for the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of Tenant's improvements which are permanently affixed to the Allowance Improvements, including supporting information consisting of a line item summary of Premises (the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s"TENANT IMPROVEMENTS"), supplier(s) and materialmen. In the no event that the costs of the Allowance Improvements exceed shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance, all such costs . Tenant shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances have the right to use an additional amount (as defined belowthe "ADDITIONAL TENANT IMPROVEMENT ALLOWANCE"), subject not to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 exceed $4.00 for each of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination 12,420 usable square feet of the Sublease. In the event that Lessee requires additional Alterations Premises, to modify the Premises in excess of the Allowance Improvements or be used towards the cost of the Allowance Improvements exceeds Tenant Improvements. Tenant agrees that, in order repay the Additional Tenant Improvement Allowance aboveused by Tenant if any, provided that: to Landlord, the monthly Base Rent for the Premises shall be increased by an amount equal to the "Additional Monthly Base Rent", as that term is defined below. The "Additional Monthly Base Rent" shall be determined as the missing component of an annuity, which annuity shall have (1i) Lessee the amount of the Additional Tenant Improvement Allowance used by Tenant as the present value amount, (ii) 60 as the number of payments (i.e., the number of months in the initial Lease Term as to which Tenant is not in default obligated to pay Base Rent), (iii) eighty-three one hundredths of its obligations under one percent (0.83%), which is equal to ten percent (10%) divided by twelve (12) months per year, as the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)monthly interest factor, and (2iv) not less than thirty-six (36) months remain the Additional Monthly Base Rent as the missing component of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesannuity.

Tenant Improvement Allowance. Provided Buyer acknowledges that Lessee Seller is not in default assigning to Buyer all of its obligations under the Sublease (and no event exists which with Lease, including, without limitation, the giving of notice or passage of time would constitute a default by Lessee obligation to pay to the tenant under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds Lease the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default the amount of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirtyOne Million Eight Hundred Forty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Five Thousand Dollars ($700,0001,845,000.00). There shall be no adjustment to the Purchase Price as the result of ▇▇▇▇▇'s assumption of Seller's obligation to pay the outstanding Tenant Improvement Allowance to the tenant under the Lease. Deferred Exchange. Either party may consummate the purchase or sale of the Property as part of a so-called like kind exchange (the "Exchange") in pursuant to Section 1031 of the aggregateInternal Revenue Code of 1986, as amended, provided that (i) Close of Escrow shall not be delayed or affected by reason of the Exchange, nor shall the consummation or accomplishment of the Exchange be a condition precedent or condition subsequent to either party's obligations under this Agreement; (ii) the party electing to consummate this transaction as part of an Exchange (the "Electing Party") shall effect the Exchange through an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (iii) the other party (the "Accommodator") shall not be required to take an assignment of the purchase agreement for the relinquished property or be required to acquire or hold title to any real property for purposes of financing consummating the Exchange; and (iv) at Close of Escrow the Electing Party shall pay any additional costs of such Alterations, which TI Advances that would not otherwise have been incurred by the Accommodator had the Electing Party not consummated this transaction through the Exchange. The Accommodator shall be amortized at eight percent (8.0%) per annum (subject not by this Agreement or acquiescence to the maximum rate permitted Exchange proposed by law) the Electing Party have its rights under this Agreement affected or diminished in equal monthly installments over a thirty-six (36) month period from any manner or be responsible for compliance with or be deemed to have warranted to the date Electing Party that the Exchange in fact complies with Section 1031 of the first TI AdvanceInternal Revenue Code of 1986, when such TI Advances shall be due and payable in fullas amended. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances[No further text on this page.]

Tenant Improvement Allowance. Provided Landlord and Tenant hereby acknowledge and agree that Lessee is not the Tenant Improvement Costs (defined in default of its obligations under Section 9 below) for the Sublease (Tenant Improvements, based upon the Initial Plans approved by Landlord and no event exists which Tenant in accordance with the giving provisions of notice or passage of time would constitute a default Section 4 above, are estimated to be approximately Five Hundred Forty-Two Thousand and 00/100 Dollars ($542,000.00) (the "Estimated TI Costs"). If the actual Tenant Improvement Costs varies from this estimate by Lessee under the Subleasemore than twenty-five percent (25%), Lessor will provide Lessee with then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a tenant improvement allowance (“separate escrow account cash in an amount equal to the Excess Tenant Improvement Allowance”Costs (defined in Section 10 below); (c) of (i) up Tenant to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up provide to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may electLandlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to allocate pay for the combined Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord's contribution of the Tenant Improvement Allowance (defined in Section 10 below); provided, however, in no event or circumstance shall the Tenant Improvement Costs exceed the maximum amount of Seven Hundred Sixteen Thousand and 00/100 Dollars ($716,000.00), which amount is based on the amount of Twenty and 00/100 Dollars ($20.00) per rentable square foot for 35,800 square feet of the Premises which is to be improved, as described in the Initial Plans. Subject to the foregoing, Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of Four Hundred Twenty-Nine Thousand Six Hundred and 00/100 Dollars ($429,600.00) (the "Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three ") based upon an allowance of Twelve and 00/100 Dollars ($357,76312.00) per rentable square foot for 35,800 square feet of the Premises which is to be improved, as described in the aggregateInitial Plans and the Final Drawings. Tenant shall not be entitled to any credit, as needed between Buildings 63, 64, 65, abatement or payment from Landlord in the event that the amount of the Tenant Improvement Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for tenant improvements typically installed by Landlord in office/R&D buildings. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs and 66, for any Utility Installations or Alterations Lessee deems appropriate, shall be subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined Section 10 below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not Subject to the terms and conditions of this ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ shall pay on behalf of Tenant up to a maximum amount of Fifty Eight Thousand One Hundred Sixty-Six and 25/100 Dollars ($58,166.25) (or a maximum of $3.75 per rentable square foot of Premises) for the construction of Tenant Improvements in default of its obligations under the Sublease Premises (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“"Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot"), including without limitation, all architectural and (ii) up engineering fees incurred in connection therewith, project and construction management fees, real property improvements, and all sums payable to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot)Landlord as provided in Paragraph 4 below. During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined The Tenant Improvement AllowanceAllowance shall be paid as follows: upon the presentation of invoices to Landlord from Tenant or the person performing the work or rendering the services or providing the materials and such supporting documentation as Landlord may reasonably require, up including, without limitation, identification of the work completed and/or material supplied, mechanic lien releases and certificates of payment issued by the Tenant's Architect and Tenant's designated representative, Landlord shall pay such invoices on or before the fifteenth (15th) day of the following month to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) the person performing the work or rendering the services or providing the materials. Notwithstanding anything to the contrary contained herein or in the aggregateLease, as needed between Buildings 63, 64, 65, and 66, for the obligation of Landlord to make any Utility Installations one or Alterations Lessee deems appropriate, subject more payments pursuant to the provisions of Article 7 this Paragraph 3 shall be suspended without further act of the Sublease (“parties during any such time as there exists an Event of Default by Tenant under the Lease. The Tenant Improvement Allowance Improvements”)must be utilized by Tenant, if at all, prior to March 1,2000. Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification As of payment such date, Tenant shall forfeit any remaining balance of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable Allowance that Tenant has not utilized pursuant to the Allowance terms of this EXHIBIT C. Tenant shall bear the cost of any and all Tenant Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesAllowance.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with Tenant shall be entitled to a tenant improvement allowance (the “Tenant Improvement Allowance”) of (i) up with respect to the Premises in an amount equal to Two Hundred ThirtyMillion Forty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Two Thousand Seven Hundred SixtyTwenty-Three and No/100 Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”2,042,723.00). Lessee will provide LessorSubject to Tenant’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost right to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed receive the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), and subject to all the provisions applicable to such TI Advances set forth below. The terms and remaining provisions of Article 7 this Work Letter, (a) Tenant shall bear all costs or expenses incurred in connection with or in any way related to the design, construction and installation of the Sublease, as amended by this Amendment, shall be applicable to Tenant Improvements (the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i“Tenant Improvement Costs”) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Tenant Improvement Allowance Improvements (the “Excess Tenant Improvement Costs”) in accordance with the provisions of this Work Letter, and (b) Landlord shall not be obligated to make any payments or disbursements pursuant to or related to this Work Letter in a total amount which exceeds the cost amount of the Allowance Improvements exceeds the Tenant Improvement Allowance aboveAllowance. In addition to the Tenant Improvement Allowance, provided that: (1) Lessee is not Landlord will provide Tenant with a one-time allowance in default the amount of its obligations under the Sublease (Six Thousand Three Hundred Seventeen and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand 70/100 Dollars ($700,0006,317.70) to be applied towards costs incurred by Tenant in the aggregatepreparation of a “test-fit” plan for the Premises; said test-fit allowance will be paid to Tenant within ten (10) business days following Tenant’s delivery to Landlord of an invoice therefore, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted accompanied by law) in equal monthly installments over a thirty-six (36) month period from the date reasonably satisfactory documentation evidencing Tenant’s expenditure of the first TI Advance, when amount set forth in such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesinvoice.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant Tenant shall be entitled to an improvement allowance (“the "Tenant Improvement Allowance”") of in the amount Tenant shall be entitled to an improvement allowance (the "Tenant Improvement Allowance") (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, amount of $82.50 per RSF of the Building 3 Premises for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for initial design and construction of the Allowance Improvementsimprovements which are permanently affixed to the Building 3 Premises, including supporting information consisting (ii) in the amount of a line item summary $82.50 per RSF of the cost Building 4 Premises for the costs relating to complete the Allowance Improvements initial design and verification of payment construction of the improvements which are permanently affixed to the Building 4 Premises, and (iii) in the amount of $82.50 per RSF of the Building A2 Premises for the costs thereof by Lesseerelating to the initial design and construction of the improvements which are permanently affixed to the Building A2 Premises, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by collectively, the performing contractor(s"Tenant Improvements"), supplier(s) and materialmen. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that the costs Tenant fails to immediately pay any portion of the "Over-Allowance Improvements exceed Amount," as defined in Section 4.2.1, nor shall Landlord be obligated to pay a total amount which exceeds the Tenant Improvement Allowance. Notwithstanding the foregoing or any contrary provision of this Lease, all such costs Tenant Improvements shall be borne solely by Lessee, however, such excess costs may be paid out deemed Landlord's property under the terms of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth belowthis Lease. The terms and provisions Any unused portion of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain remaining as of the Sublease TermLease Commencement Date, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each remain with Landlord and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances Tenant shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advanceshave no further right thereto.

Tenant Improvement Allowance. Provided that Lessee there is not in default a Default of its obligations Tenant under the Sublease Lease, including this Work Letter, at the time a payment is due, Landlord shall pay towards the costs of the Tenant Improvements, including all design, permit fees, 35654\12546889.9 B-12 06907\011\8511619.v2 06907\011\8493037.v6 Landlord project management, and costs of constructing the Tenant Improvements (and no event exists which collectively, the “Tenant Improvement Costs”), an amount equal to $90.00 per square foot of the Building (as determined by Architect in the Construction Documents in accordance with the giving of notice or passage of time would constitute a default by Lessee under method set forth in Section 4.1(e) below) (the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During except that the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement AllowanceAllowance shall be used to pay only those Tenant Improvement Costs that are considered under generally accepted accounting principles to be capital expenditures related to real property (but not to personal property or trade fixtures), up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregatewhich costs may include permit fees, as needed between Buildings 63design fees, 64, 65project management, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of constructing the Allowance Improvements exceed Tenant Improvements. Additionally, and in no way limiting the foregoing restrictions on the use of the Tenant Improvement Allowance, all such Tenant shall pay directly the costs shall be borne solely by Lesseeof any architects, however, such excess costs may be paid out of TI Advances (engineers and other design professionals that Tenant directly engages. Except as defined below), subject to all the provisions applicable to such TI Advances expressly set forth below. The terms and provisions herein, Landlord’s payment of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: or the Tenant Improvement Costs (1) Lessee if such amount is not in default of its obligations under less than the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the SubleaseTenant Improvement Allowance), shall satisfy in full Landlord’s obligation to pay the Tenant Improvement Allowance hereunder, and (2) Landlord shall not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing be obligated to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, make any payment for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject any subsequent alterations or improvements to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from Premises whether or not the date of entire Tenant Improvement Allowance was expended on the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancesinitial Tenant Improvements.

Tenant Improvement Allowance. Provided that Lessee is Landlord shall, at Landlord's sole cost and expense (not in default of its obligations under the Sublease to exceed Sixty Three Thousand Five Hundred Fifty Five and 00/100 Dollars (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease$63,555.00), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars (which amount is $237,198) for Buildings 63, 64, 65 ($3.00 15.00 per rentable square footfoot of the Seventh Floor Expansion) (the "Seventh Floor Expansion Allowance"), make certain improvements to the Seventh Floor Expansion in accordance with plans and specifications identified on Exhibit B-1 attached hereto and incorporated herein by reference (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square footthe "Tenant's Expansion Plans"). During In the period beginning event Tenant does not utilize the entire Seventh Floor Expansion Allowance for improvements to the Seventh Floor Expansion, then Tenant may utilize any unused portion of the Expansion Allowance for other improvements to the Premises, as approved by Landlord; provided, however, that Tenant must use this unused portion on September or before December 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, 2001 or Landlord will have no further obligation with respect to allocate the combined Tenant Improvement Seventh Floor Expansion Allowance. In the event the cost of constructing such improvements to the Seventh Floor Expansion exceeds the Seventh Floor Expansion Allowance, up Tenant shall pay for all such costs within ten (10) days of receipt of Landlord's invoice therefor. In no event shall the remainder of the Seventh Floor Expansion Allowance, if any, be used for Rent. The improvements to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) be constructed in connection with Tenant's lease of the aggregate, as needed between Buildings 63, 64, 65, Seventh Floor Expansion shall be considered alterations and 66, for any Utility Installations or Alterations Lessee deems appropriate, the plans therefor and the construction thereof shall be subject to the provisions of Article 7 11 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesLease.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Tenant shall be entitled to receive from Landlord a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“the "Tenant Improvement Allowance”") in the amount of (i) up to to, but not exceeding Two Hundred ThirtyTwenty-Seven Thousand One Hundred Ninety-Eight dollars Five Dollars ($237,198225.00) for Buildings 63, 64, 65 ($3.00 per rentable square footfoot of the Premises (i.e., Ten Million Six Hundred Forty‑One Thousand Six Hundred Dollars ($10,641,600.00) based on 47,296 rentable square feet in the Premises), to help pay for the costs of the design, permitting and construction of Tenant's improvements which are, except as otherwise provided herein, permanently affixed to the Premises (iicollectively, the "Tenant Improvements"). Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined in Section 4.3.1 below), Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay such Over-Allowance Amount, to receive a one-time additional improvement allowance (the "Additional Allowance") in the amount not to exceed Twenty-Five Dollars ($25.00) per rentable square foot of the Premises, (i.e., up to One Million One Hundred Twenty Eighty‑Two Thousand Five Four Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,7631,182,400.00) based on 47,296 rentable square feet in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”Premises). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the Base Rent payable by Tenant throughout the entire one hundred twenty-six (126) month initial Lease Term ("Amortization Period") shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said one hundred twenty-six (126) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the "Amortization Rent"). At Landlord's election, such Amortization Rent shall be memorialized in an amendment to the Lease to be executed by Landlord and Tenant. In the event the Lease shall terminate due to a default by Tenant (and excluding as a result of a default by Landlord under the terms of the Lease or this Tenant Work Letter), Tenant acknowledges and agrees that the costs unamortized balance of the Additional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3, shall become immediately due and payable as unpaid rent which has been earned as of such termination date. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever. The Allowance and the Additional Allowance may collectively be referred to herein as the "Allowances". In no event shall Landlord be obligated to make disbursements for the cost of the Tenant Improvements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. The Allowances may only be used for permanently affixed improvements to the Premises; provided, however, that an amount not to exceed One Million Sixty‑Four Thousand One Hundred Sixty Dollars ($1,064,160.00) of the Tenant Improvement Allowance (but not the Additional Allowance) may be utilized by Tenant for (i) the purchase and installation of furniture, all such costs fixtures and equipment for the Premises, (ii) networking and wiring to be installed at the Premises, (iii) direct moving expenses incurred by Tenant with respect to the initial move-in at the Premises, and (iv) Tenant Improvement design and engineering services, architectural services, direct moving expenses and reasonable project management fees (collectively, the "Soft Costs"). Any unused amount of the Allowances existing as of the date that is twenty-four (24) months after the Lease Commencement Date shall be borne solely by Lesseethe sole property of Landlord, however, and Landlord will have no obligation to disburse any amount of the Allowances after such excess costs may date. Tenant shall not be paid out entitled to receive any cash payment or credit against Rent or otherwise for any portion of TI Advances the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advances.

Tenant Improvement Allowance. Provided that Lessee is not in default Landlord shall cause its contractor to ---------------------------- complete Landlord's Work, and the Tenant Improvement Allowance shall be used for the payment of its obligations under the Sublease Construction Costs (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Subleaseas hereinafter defined), Lessor will provide Lessee with a tenant improvement allowance provided, however, -------- ------- Landlord shall in no circumstances be obligated to expend more than $71,700 in constructing such improvements (“the "Tenant Improvement Allowance”"). In order to complete Landlord's Work, it is estimated that the actual cost of construction will exceed the Tenant Improvement Allowance by $11,615.40 (the "Additional Charges"), which sum Tenant shall deliver to Landlord upon execution of this Lease. Tenant shall not receive any credit or other benefit for any unused portion of the Tenant Improvement Allowance. Tenant shall pay or reimburse Landlord within five (5) days after Landlord's request for any increased costs in excess of the Tenant Improvement Allowance and Additional Charges (collectively, "Excess Construction Costs") incurred by Landlord as a result of (i) up Tenant's changes to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63the Space Plan or the Final Plans, 64or any changes to the work reflected in the bid attached hereto as Exhibit G, 65 ($3.00 per rentable square foot), and (ii) up any failure by --------- Tenant to One Hundred Twenty Thousand Five Hundred Sixty-five dollars pay Excess Construction Costs, ($120,565iii) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) any work performed by ▇▇▇▇▇▇ in the aggregatePremises, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of paymentiv) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs of the Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI AdvancesTenant's Delay.

Tenant Improvement Allowance. Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which A. Subject to Tenant's compliance with the giving provisions of notice or passage this Exhibit B, --------- Landlord shall provide to Tenant an allowance in the approximate amount of time would constitute One Million Eight Hundred Ninety-five Thousand Two Hundred Fifty Dollars ($1,895,250.00) based upon a default by Lessee under rate of Twenty-five Dollars ($25.00) per rentable square foot of the Sublease)Premises to construct and install only the Tenant Improvements and an additional allowance in the amount of Fifty Thousand Dollars ($50,000.00) applicable only to the design, Lessor will provide Lessee with a tenant improvement allowance preparation, planning, construction and installation of the Lobby Improvements (“collectively, the "Tenant Improvement Allowance”) "). The actual amount of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per the Tenant Improvement Allowance shall be adjusted commensurately based upon the actual rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot)feet of the Premises after Landlord's Substantial Completion of the Shell Improvements. During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject Subject to the provisions of Article 7 this Exhibit B, the Tenant Improvement Allowance --------- shall be used to design, prepare, plan, obtain the approval of, construct and install the Tenant Improvements and for no other purpose. Except as otherwise expressly provided herein, Landlord shall have no obligation to contribute the Tenant Improvement Allowance unless and until the Construction Documents have been approved by Landlord and Tenant has complied with all requirements set forth in Paragraph 4.C. of this Exhibit B. The costs to be paid out of the Sublease --------- Tenant Improvement Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, construction and installation of the Tenant Improvements (“Allowance Improvements”the "Tenant Improvement Costs"). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification , including all of payment the following: (i) All costs of the Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, and engineering costs for associated with completion of the State of California energy utilization calculations under Title 24 legislation: (ii) All costs of obtaining building permits and other necessary authorizations from local governmental authorities; (iii) All costs of interior design and finish schedule plans and specifications including as-built drawings, if applicable; (iv) All direct and indirect costs of procuring, constructing and installing tile Tenant Improvements in the Premises, including, but not limited to, the construction fee for overhead and profit and the cost of all on-site supervisory and administrative staff, office, equipment and temporary services rendered by the Contractor in connection with the construction of the Allowance Tenant Improvements; provided, however, that the construction fee for overhead and profit, the cost of all on-site supervisory and administrative staff, office, equipment and temporary services shall not exceed amounts which are reasonable and customary for such items in the local construction industry; (v) All fees payable to the Architect and any engineer if they are required to redesign any portion of the Tenant Improvements following Tenant's and Landlord's approval of the Construction Documents; (vi) Utility connection fees; (vii) Inspection fees and filing fees payable to local governmental authorities, if any; (viii) All costs of all permanently affixed equipment and non-trade fixtures provided for in the Construction Documents, including supporting information consisting the cost of a line item summary installation; and, (ix) A construction management fee payable to Landlord in the amount of one percent (1.O%) of the cost to complete the Allowance Improvements and verification of payment aggregate of the costs thereof principal amount of the Tenant Improvement Allowance (the "CM Fee"). progress payment until the date on which the Tenant Improvements are substantially completed and the receipt by Lessee, accompanied by statutorily sufficient conditional Landlord of all the items described in (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(sa) and materialmen(b) of this paragraph. B. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention if on the date Tenant is entitled to receive the Tenant Improvement Allowance progress payment or the Tenant Improvement Allowance retention Tenant is in material default of this Lease. In Such payments shall resume upon Tenant curing any such default within the event that time periods which may be provided for in the costs lease. C. If the total cost of constructing the Allowance Tenant Improvements exceed is less than the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable to the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Sublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject automatically reduced to the maximum rate permitted by law) in amount equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancessaid actual cost.

Tenant Improvement Allowance. Provided that Lessee is not in default Landlord’s architect shall design the Former MLS Space and the Building Lobby to Tenant’s specifications and then price out the proposed tenant improvements. Landlord will communicate to Tenant the total estimated cost of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease)proposed tenant improvements, Lessor including design cost. Landlord will provide Lessee with Tenant a tenant improvement allowance of Seven Hundred Twenty Thousand Dollars ($720,000.00) (the “Tenant Improvement TI Allowance”) for use until December 31, 2019. Tenant acknowledges and agrees that Twenty- one Thousand Eight Hundred Dollars ($21,800.00) of such TI Allowance has already been expended by Landlord for certain work performed on the second floor of the Building (iincluding design costs) up at Tenant’s request prior to Two Hundred Thirty-Seven Thousand One the commencement of the term of this Lease, and that the remaining balance of the TI Allowance is Six Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One eight Thousand Two Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763698,200.00) in (the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 “Remainder of the Sublease (“Allowance ImprovementsTI Allowance”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the costs total estimated cost of the Allowance Improvements exceed proposed improvements exceeds the Tenant Improvement Remainder of the TI Allowance, all such costs Tenant shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject either modify its specifications to all reduce the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 estimated cost of the Subleaseproposed improvements or inform Landlord, as amended by this Amendmentin writing, shall be applicable of Tenant’s desire to have the Allowance Improvements and to any other Alterations made by Lessee, which terms and provisions provide that, among other things, (i) Lessee shall be required to obtain the consent or approval of Lessor to the Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Subleasetenant improvements constructed in accordance with Tenant’s original specifications. In the latter event that Lessee requires Tenant shall deposit with Landlord the amount by which the estimated cost of the tenant improvements exceeds the Remainder of the TI Allowance and any additional Alterations amount previously paid by Tenant (the “Additional Amount”). Landlord shall engage Landlord’s general contractor to modify complete the Premises construction of the improvements in accordance with the Work Letter attached hereto as Exhibit “D” and made a part hereof. Landlord shall be paid a construction management fee of three percent (3%) of the total cost of the tenant improvement work out of the Remainder of the TI Allowance. Tenant shall be responsible for any costs incurred by Landlord for such improvements (including the construction management fee) in excess of the Allowance Improvements or the cost sum of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain Remainder of the Sublease Term, then, upon Lessee’s request therefor in writing TI Allowance and any Additional Amount previously paid by Tenant. Tenant shall be permitted to Lessor from time use up to time, Lessor shall provide advances to Lessee (the “TI Advances”), in amounts of not less than Fifty Thousand ($50,000) each and not to exceed Seven Hundred Seventy-five Thousand Dollars ($700,00075,000.00) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of promissory note and any other commercially reasonable documents requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Lessor in its reasonable discretion as a condition to availability Remainder of the TI AdvancesAllowance for Tenant’s fixtures, furniture and equipment (“FF&E”). Promptly following completion of the tenant improvements in accordance with the Work Letter, and upon delivery to Tenant of reasonable written evidence of the total actual costs incurred by Landlord to complete the tenant improvements, Tenant shall reimburse Landlord for its actual costs incurred in excess of the sum of the Remainder of the TI Allowance and any Additional Amount advanced by Tenant as required above. If Tenant elects to use a portion of the Remainder of the TI Allowance to acquire up to Seventy-five Thousand Dollars ($75,000.00) of FF&E, Tenant shall deliver to Landlord reasonable written evidence of the total actual costs incurred by Tenant for such FF&E, and Landlord shall reimburse Tenant for such FF&E costs, up to a maximum of Seventy-five Thousand Dollars ($75,000.00), provided in no event shall Landlord be obligated to pay more than Six Hundred Ninety-eight Thousand Two Hundred Dollars ($698,200.00) for the tenant improvements and Tenant’s FF&E. If Landlord completes the construction of the tenant improvements and reimburses Tenant for up to Seventy-five Thousand Dollars ($75,000.00) of FF&E at a total cost less than the Remainder of the TI Allowance, Landlord shall have no liability to Tenant for any remaining portion of the TI Allowance. Further, Landlord shall have no liability to Tenant for any portion of the TI Allowance not utilized by Tenant for tenant improvements to the Premises or FF&E, as provided hereinabove, on or before December 31, 2019.