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 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 equal to the sum of (a) the product of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Forty Dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot40), and (ii) up to the number of rentable square feet of the Expansion Space (i.e., the amount of One Million Two Hundred Forty-Nine Thousand Forty Dollars ($1,249,040.00) based upon 31,226 rentable square feet, plus (b) the sum of Two Hundred Ninety-Six Thousand Six Hundred Forty-Seven Dollars ($296,647.00) for new HVAC equipment, plus (c) the sum of One Hundred Twenty Twenty-Four Thousand Five Nine Hundred Four Dollars ($124,904.00) for the cost of preparing the roof to support the new HVAC equipment, plus (d) the sum of Ninety-Seven Thousand Eight Hundred Seventy-Two and 00/100 Dollars ($97,872.00) (i.e., $4.00 per rentable square foot of the Existing Premises), which may be expended on leasehold improvements in the Existing Premises and/or the Expansion Space for a total Tenant Improvement Allowance of One 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 ($357,7631,768,463.00)). 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 HVAC equipment and roof improvements described above) 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) 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 Advances1,768,463.00).

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 EXHIBIT B

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 Xxxxxx. 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.] Execution Original 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 Xxxxxx 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 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 In addition to the provisions of Article 7 turn-key preparation of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs Landlord Work, an amount not to exceed $410,670.00 may be applied by Tenant for design and construction various expenses as provided in Section 1.07 of the Allowance ImprovementsLease. As applicable, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of Tenant acknowledges that any request for 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 abovemust be delivered to Landlord together with executed lien waivers, provided that: (1) Lessee contractor’s statements and/or invoices and owner’s statements covering the 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), 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 then being requested by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents reasonably requested by Lessor which Landlord as evidence that the work and/or equipment has been completed and paid for, and Landlord shall be acceptable to Lessor in its reasonable discretion as a condition to availability thereafter disburse such portion of the TI Advances.remaining Improvement Allowance within thirty (30) days after the Landlord’s receipt of all required documentation. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall not be entitled to any remaining portion of the un-disbursed Improvement Allowance to the extent Tenant does not request the same prior to the expiration of the eighteenth (18th) Lease Month. EXHIBIT C-1 Those certain plans dated June 5, 2009, revised June 12, 2009, prepared by Xxxxx Xxxxxx Associates, Inc., entitled Tenant Improvements for BitStream Inc., 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts. Execution Version EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the 22nd day of June, 2009, by and between Normandy Xxxxxxxxx Road, LLC, as Landlord, and Bitstream Inc., as Tenant, for 27,378 rentable square feet on the second floor of the Building located at 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752. Dear : In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees:

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 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 Two Million Eight Hundred Forty Thousand Two Hundred Fifty-Five and 00/100 Dollars ($2,840,255.00, i.e., $55.00 per rentable square foot of the Premises) for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises or which are “Tenant Improvement Allowance Items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). Except with respect to the Landlord Work, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the sum 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)the 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)the “HVAC System Allowance,” as that term is defined in Section 2.2.2 of this Tenant Work Letter, below. During Tenant hereby acknowledges and agrees that any unused portion of the period beginning on September 1, 2010 and ending on August Tenant Improvement Allowance remaining as March 31, 20132015 (i.e., Lessee may electthe New Expiration Date) shall revert to Landlord and Tenant shall have no further right thereto; provided, in its sole discretionhowever, Tenant shall have the right to allocate deliver written notice to Landlord (the combined “TIA Rent Credit Notice”) anytime after the substantial completion of the Tenant Improvements, informing Landlord of Tenant’s election to use any unused and unallocated portion of the Tenant Improvement Allowance, up to Three to, but not exceeding, Four Hundred FiftyEighty-Seven Five Thousand Seven Hundred Sixty-Three and 00/100 Dollars ($357,763) in the aggregate485,000.00), as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to a credit against Minimum Rental under the provisions of Article 7 of Lease (the Sublease (“Allowance ImprovementsUnused TI Rental Credit”). Lessee will provide LessorUpon Landlord’s Facilities Department sufficient backup information showing verification receipt of payment of costs for design a TIA Rent Credit Notice Landlord shall apply the Unused TI Rental Credit amount against, and construction Tenant shall not be obligated to pay, the Minimum Rental otherwise attributable to the Premises during the last month of the Allowance Improvements, including supporting information consisting of a line item summary Term of the cost Lease (i.e., March, 2015), and to complete the Allowance Improvements and verification of payment extent the Unused TI Rental Credit exceeds the Minimum Rental otherwise attributable to the Premises during the last month of the costs thereof by LesseeTerm of the Lease, accompanied by statutorily sufficient conditional then such excess amount shall be applied to Minimum Rental attributable to the immediately preceding month (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(si.e., February, 2015), supplier(s) and materialmen. In such application shall be repeated until the event that the costs full amount of the Allowance Improvements exceed Unused TI Rental Credit has been applied as a credit against Minimum Rental otherwise due and owing under 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 SubleaseLease, as amended by this Amendment, shall be applicable to the Allowance amended. All 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 abovehas been made available, provided that: (1) Lessee including without limitation “Tenant’s FF&E,” as that term is not defined in default of its obligations Section 2.2.1.6, below, 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 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, thenor given following any earlier termination of this Lease, upon Lesseeat Tenant’s request therefor in writing expense, to Lessor from time remove any Tenant Improvements and to timerepair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installation of such removed Tenant Improvements; provided further, Lessor shall provide advances however, to Lessee (the extent the Tenant Improvements are a natural and logical extension of the “TI AdvancesDGA Space Plan”), as that term is defined in amounts Section 3.2, below, then Tenant not have any obligation to remove such Tenant Improvements or to return the affected portion of not less than Fifty Thousand ($50,000) each and not the Premises to exceed Seven Hundred Thousand Dollars ($700,000) in their condition existing prior to the aggregate, for purposes of financing the costs installation 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 Improvements.

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 Xxxxx 000, Xxxxx Xxxxxx 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 Xxxxx 000, Xxxxx Xxxxxx 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 Xxxxx 000, Xxxxx Xxxxxx 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 in default of its obligations under the Sublease (and no event exists which a) Landlord agrees to provide Tenant with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a following tenant improvement allowance (“the "Tenant Improvement Allowance”) of "): (i) up to Fifteen Dollars ($15) per rentable square foot within the portion of the Premises on the third floor of the Building, or a total of Two Hundred ThirtySixty-Seven Five Thousand One Six Hundred Ninety-Eight dollars Five Dollars ($237,198265,695), (ii) for Buildings 63, 64, 65 Twenty Dollars ($3.00 20) per rentable usable square footfoot within the portion of the Premises on the portion of the second floor of the Building that is unimproved shell space, or a total of One Hundred Fifty-Six Thousand Nine Hundred Sixty Dollars ($156,960), and (iii) Seven Dollars ($7) per usable square foot for the portion of the Premises on the portion of the second floor of the Building that has been previously improved, or a total of Thirty Thousand Two Hundred Forty-Seven Dollars ($30,247). The allowances described in clauses (i), (ii) and (iii) are specifically allocated to the applicable portions of the Premises and may not be used for Tenant Improvements to any other portion of the Premises, provided that Tenant may transfer up to five percent (5%) of the amounts allocated in such clauses from one such portion of the Premises to another. For example, Tenant may use not more than One Hundred Twenty Thousand Five Hundred SixtyTwelve Dollars and Thirty-five dollars Five Cents ($120,5651,512.35) 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 allowance for design and construction previously improved space on the second Door for Tenant Improvements to other portions of the Allowance Improvements, including supporting information consisting Premises. Any other transfers 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 from one portion of the Sublease Term, then, upon Lessee’s request therefor in writing Premises 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 another shall be amortized at eight percent (8.0%) per annum (subject to Landlord's prior written approval. All soft costs including, but not limited to, fees, contractor overhead, profit, processing, permits, architectural engineering and reimbursables attributable directly or indirectly to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from Tenant Improvements shall be allocated between the date portions 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 AdvancesPremises described above based upon their proportional Tenant Improvement Allowance expenditures.

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 Premises [for a total allowance of Two Hundred Sixty- Four Thousand Seven Hundred Seventy- Five and 00/100 Dollars ($264,775.00] (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. 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 (5%) 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 may be. The costs subject to payment from the Tenant Improvement Allowance shall not in default include any interest or other costs of its obligations financing or any overhead charge, construction management fee, or other fee to Tenant or any affiliate of Tenant. Upon Substantial Completion of 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”) of (i) up Allowance shall be paid to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), Tenant 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 if 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 total Construction Costs 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 are in excess of the Tenant Improvement Allowance, the excess 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.

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: (i) the Tenant’s Work is completed in accordance with this Exhibit B on or before December 31, 2004, (ii) on the Commencement Date if there is no Event of Default at that Lessee time and (iii) the Lease is not in default full force and effect, Landlord shall reimburse Tenant for Tenant’s actual construction costs up to a maximum of its obligations under Nine Hundred Sixty Thousand Dollars ($960,000.00) for Tenant’s Work (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 Such Tenant Improvement Allowance above, provided that: shall be paid directly to Tenant in three (13) Lessee is not in default equal progress payments 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 thirtyTwo Hundred Eighty-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 eight Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances 288,000.00). The first progress payment shall be amortized at eight paid after it has been mutually agreed that one third of the Tenant’s Work has been satisfactorily completed as reasonably determined by the parties; the second progress payment shall be paid after it has been mutually agreed that two thirds of the Tenant’s Work has been satisfactorily completed as reasonably determined by the parties; and the third progress payment shall be paid after it has been mutually agreed that one hundred percent (8.0%) per annum (subject of the Tenant’s Work has been satisfactorily completed as reasonably determined by the parties. Subject to the maximum rate permitted by lawfirst sentence of this Section 5, and provided there is no Event of Default in effect at that time, Landlord shall pay each progress payment within thirty (30) in equal monthly installments over days after receipt from Tenant of 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 Lessorrequest for payment, provided that Lessee shall provide Lessor the request is submitted together with current financial statements a copy of the invoice from the contractor showing percentage of completion, a notarized Application and any other documents requested Certificate for Payment (AIA G702) and all conditional waivers and lien releases upon progress payment for material and labor from Tenant’s contractor, subcontractors and supplies, subject to Landlord’s reasonable verification concerning satisfaction of quality and the percentage of work completed as reasonably determined by Lessor which the parties. The remaining Ninety-six Thousand Dollars ($96,000,00) shall be acceptable paid within sixty (60) days following proper recordation of a Notice of Completion for the Tenant’s Work, upon commencement of Tenant’s business within the Premises, and subject to Lessor in its reasonable discretion as a condition to availability satisfaction of the TI Advances.following conditions:

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 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 Landlord and Tenant hereby acknowledge and ---------------------------- agree that Lessee is not in default of its obligations under the Sublease Tenant Improvement Costs for the Tenant Improvements, shall be based upon the final drawings approved by Landlord and Tenant. If the actual Tenant Improvement Costs varies from the Tenant Improvement Allowance (and no event exists which with the giving of notice or passage of time would constitute a default hereinafter defined) 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 5 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: provided, up to Three Hundred Fiftyhowever, in no event or circumstance shall the Tenant Improvement Costs exceed the maximum amount of four hundred ninety-Seven Thousand Seven Hundred Sixty-Three nine thousand two hundred and 00/100 Dollars ($357,763499,200.00), which amount is based on the amount of twenty and 00/100 Dollars ($20.00) per rentable square foot for 24,960 square feet of the Premises which is to be improved, as described in the aggregateInitial 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 needed between Buildings 63described in the Initial Plans and the final drawings, 64in the amount of one hundred forty nine thousand seven hundred sixty and 00/100 Dollars ($149,760.00) (the "Tenant Improvement Allowance") based upon an allowance of six and 00/100 Dollars ($6.00) per rental square foot for 24,960 square feet of the Premises which is to be improved, 65as described in the Initial Plans and the final drawings. Tenant shall not be entitled to any credit, 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 5 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 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) 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 Expansion Premises, respectively, or which are “Tenant Improvement EXHIBIT B 1000 XXXXX XXXXXX 798514 .04/WLA -1- [Third Amendment) 888888-00019 / 5-7- 19 /ctl/c tl [AssetMark, Inc.] Allowance Items,” as that term is defined in Section 2.2.1, below (the “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 be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Notwithstanding any provision to the contrary contained herein, to the extent any portion of (iA) the Existing Premises Tenant Improvement Allowance is unused by Tenant as of August 31, 2024 and (B) the Expansion Premises Tenant Improvement Allowance is unused by Tenant as of August 31, 2022 (each, an “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 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 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 that Lessee is not in default Commencing as of its obligations under the Sublease (and no event exists which with the giving of notice or passage of Lease Commencement Date, Tenant shall be entitled to use a one-time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) in the aggregate amount of $2,400,000.00 which is comprised of (i) up $1,600,000 (the "Existing Premises Improvement Allowance"), for the costs relating to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars the design and construction of Tenant's improvements, which are permanently affixed to the Existing Premises only ($237,198the "Existing Premises Improvements") for Buildings 63or which are "Tenant Improvement Allowance Items," as that term is defined in Section 2.2.1, 64, 65 ($3.00 per rentable square foot)below, and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars $800,000.00 ($120,565the "Expansion Premises Improvement Allowance") 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 Tenant's improvements 761257.05/WLA 183305-00010/3-9-17/gjn/gjn EXHIBIT B -1- HCP LS Redwood City, LLC [Third Amendment] [Oncomed Pharmaceuticals, Inc.] 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, including supporting information consisting of a line item summary " and collectively the Existing Premises Improvement Allowance and the Expansion Premises Improvement Allowance are the "Tenant Improvement Allowance". Tenant hereby acknowledges and agrees that (A) Tenant shall not be entitled to receive more than $500,000.00 of the cost Existing Improvement Allowance during the calendar year 2016, and (B) Tenant shall not be entitled to complete the Allowance Improvements and verification of payment receive any portion of the costs thereof Expansion Premises Improvement Allowance until the earlier to occur of (a) the date upon which the Expansion Confirmation Notice is delivered to Landlord or (b) September 16, 2017 (assuming the Expansion Termination Notice has not been timely delivered by LesseeTenant, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers as Tenant shall forfeit any and releases all rights to be submitted for any progress payments and for final payment) executed by the performing contractor(sExpansion Premises Improvement Allowance in the event the Expansion Termination Notice is timely delivered to Landlord), supplier(s) and materialmen. In the no event that the costs shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in connection with Tenant's construction of the Tenant Improvements or any Tenant Improvement Allowance Improvements exceed Items, as defined below, in a total amount which exceeds the sum of the Tenant Improvement Allowance, all such costs . All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be borne solely by Lesseedeemed Landlord's property under the terms of the Lease; provided, however, such excess costs may be paid out of TI Advances (as defined below)Landlord may, subject by written notice to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 Tenant given concurrently with Landlord's approval of the Sublease"Final Working Drawings", as amended by this Amendmentthat term is defined in Section 3.3, shall be applicable below, require Tenant, prior to the Allowance Improvements and to end of the Lease Term, or promptly following 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 SubleaseLease, at Tenant's expense, to remove any 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 Building standard general office condition; provided, however, that Landlord shall not require Tenant to remove upon termination or expiration of the Lease, or condition its approval upon Tenant’s agreement to remove upon termination or expiration of the Lease, any Tenant Improvements constructed pursuant to this Tenant Work Letter which constitute standard, non-extraordinary improvements for ordinary office use. In Any portion of the Existing Premises Improvement Allowance that is not disbursed or requested for disbursement by the end of the first twelve (12) months following the Expansion Commencement Date (or, in the event that Lessee requires additional Alterations Tenant timely exercises the Expansion Termination Notice, by September 15, 2018), shall revert to modify the Premises in excess Landlord and Tenant shall have no further rights with respect thereto, and any portion of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Expansion Premises Improvement Allowance above, provided that: (1) Lessee that is not in default of its obligations under disbursed or allocated for disbursement by 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 end of the first TI Advancetwelve (12) months following the Expansion Commencement Date, when such TI Advances 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 have no further rights 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 Advancesrespect thereto.

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 in the amount of up to, but not exceeding (“Tenant Improvement Allowance”a) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 38.00 per rentable square footfoot of the Xxxxx 000 xxx Xxxxx 000 portions of the Premises (i.e., up to $1,102,760.00, based on 13,459 rentable square feet in the Suite 200 portion of the Premises and 15,561 rentable square feet in the Suite 400 portion of the Premises) (the "Suite 200/400 Allowance"), and (iib) $70.00 per rentable square foot of the Xxxxx 000 xxx Xxxxx 000 portions of the Premises (i.e., up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars $511,910.00, based on 5,258 rentable square feet in the Suite 500 portion of the Premises and 2,055 rentable square feet in the Suite 575 portion of the Premises) (the "Suite 500/575 Allowance"). The Suite 200/400 Allowance, and the Suite 500/575 Allowance shall collectively be referred to Exhibit B S:\PFG\Castlight Health Lease\Lease_RV11.docx: 5/6/15 herein as the "Tenant Improvement Allowance." Subject to the further terms of this Section 2.1, in the event that the Tenant Improvements in the Suite 200 or Suite 400 portions of the Premises trigger the need for code compliance work (including ADA and Title 24 or other Applicable Laws) within the Suite 200 or Suite 400 portions of the Premises (and such work is not Landlord's responsibility under Section 1 above), the Suite 200/400 Allowance must be utilized to perform such code compliance work. Any remaining portion of the Suite 200/400 Allowance (excluding any portion of such allowance amount utilized for code compliance work in the Phase I Premises) may be utilized for Tenant Improvement Allowance Items in any portion of the Premises. The Tenant Improvement Allowance shall be used for the costs relating to the design, permitting and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement 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 nine (9) months after the Lease Commencement Date for the Phase II Premises. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below). Notwithstanding the foregoing, Tenant may utilize a portion of the total Tenant Improvement Allowance (not to exceed $120,565) for Building 66 (181,665.00; based on $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 the combined Tenant Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763Premises) 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 associated with construction of the Allowance ImprovementsTenant Improvements in any portion of the Premises, 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 Lesseemoving expenses, 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 and/or 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 furniture, fixtures, equipment, cabling and security systems for the Allowance Premises. Landlord acknowledges that Tenant shall have the right to perform the Tenant Improvements exceed in phases (i.e., the Tenant Improvements in the Phase I Premises may be performed in one phase and the Tenant Improvements in the Phase II Premises may be performed in another phase). As a result, the terms of this Work Letter shall apply to each phase of the Tenant Improvements. In addition to the Tenant Improvement Allowance, all such costs Landlord shall contribute an amount not to exceed $0.15 per rentable square foot of the Premises (“Space Planning Contribution”) toward the cost of space planning to be borne solely prepared by Lessee, however, such excess costs may be paid out of TI Advances the Architect (as defined below), subject . Landlord shall disburse up to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 amount of the Sublease, as amended by this Amendment, shall be applicable Space Planning Contribution to the Allowance Improvements and Tenant within thirty (30) days after Tenant delivers 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 Landlord reasonable evidence 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 costs incurred by 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 Advancesspace planning.

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 not in default of its obligations Landlord will, for the initial premises ---------------------------- demised to Tenant under the Sublease Lease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease"Initial Premises"), Lessor will provide Lessee with pay (i) $3,388,743 plus (ii) an amount equal to the cost savings (determined reasonably by Landlord) realized by Landlord on account of Landlord not having to construct any lobby and restrooms which are otherwise a tenant improvement allowance part of the Base Building Improvements on account of a desire of Tenant to change the same as described in Subsection 4.2 -------------- (“"Tenant Improvement Allowance”") toward the Total Cost (as defined in Section ------- 12.2) of the design, engineering and construction of the Tenant Improvements in ---- the Initial Premises. Not more than ten (10%) percent of Tenant Improvement Allowance may be utilized by Tenant towards the cost of programming, space planning, design and to construction documentation. Landlord will make payments to Tenant's Contractor from the Tenant Improvement Allowance not more frequently than once per month in an amount equal to ninety percent (90%) of the amount requested by Tenant. Landlord shall make each such payment to Tenant prior to the end of the first full month following the month in which the Request For Payment is received by Landlord but each such Request For Payment must be received before the twenty-first (21/st/) day of the prior month. Each Request For Payment shall consist of: (1) Tenant's request for payment detailing the amounts requested, (2) supporting bills, invoices and such other information as Landlord may reasonably require, and (3) conditional lien releases EXHIBIT B -5- supporting the amounts requested in the current month's application (in the form specified in Civil Code Section 3262(d)(1)), together with unconditional ------------------ releases supporting the amounts requested in the previous month's application (in the form specified in Civil Code Section 3262(d)(2)), such releases to be ------------------ provided at Landlord's option, by subcontractors, suppliers and/or materialmen, in addition to Tenant's Contractor. The remaining ten percent (10%) ("Retention Amount") shall be paid to Tenant prior to the end of the first full month following the month in which such final Request For Payment is received by Landlord. Such final Request For Payment must be delivered before the 21/st/ day of the prior month after the recording of a valid Notice of Completion of the Tenant Improvements and receipt of conditional lien releases (in the form specified in Civil Code Section 3262(d)(3)) from Tenant's Contractor, ------------------ subcontractors, suppliers, and materialmen, provided, however, that (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) no Retention Amount shall be withheld where the request is for Buildings 63, 64, 65 ($3.00 per rentable square foot), the payment of an invoice from a supplier who has no lien rights 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, Retention Amount for any Utility Installations or Alterations Lessee deems appropriate, subject to given trade shall be paid by Landlord upon the provisions satisfactory completion of Article 7 all of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design work to be performed by that trade 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 Landlord's receipt of payment) or unconditional mechanics all lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed other supporting documentation reasonably requested by the performing contractor(s), supplier(s) and materialmenLandlord with respect thereto. In the event that the costs Total Cost of the Allowance Tenant Improvements exceed in the Initial Premises exceeds the Tenant Improvement Allowance, all such costs the difference shall be borne solely paid by LesseeTenant after the Tenant Improvement Allowance has been exhausted. If the Total Cost of the Tenant Improvements is less than the Tenant Improvement Allowance, however, such excess costs the difference may be paid out of TI Advances (as defined below)utilized by Tenant for its furniture, subject to all the provisions applicable to such TI Advances set forth belowfixtures and equipment. The terms and provisions of Article 7 of Tenant Improvements, whether or not the Sublease, as amended cost thereof is covered by this Amendmentthe Tenant Improvement Allowance, shall be applicable to become 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 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 the Landlord upon expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify Lease and shall remain on the Premises in excess at all times during the Term of the Allowance Improvements Lease, except as may be otherwise provided in the Lease. If Tenant notifies Landlord that it has failed to pay or the cost reimburse in a timely manner any portion of the Allowance Improvements exceeds the Tenant Improvement Allowance aboverequired to be paid or reimbursed hereunder, provided that: and if such failure continues for fifteen (115) Lessee is days after such notice, then (i) if within the fifteen (15) day period Landlord does not in default of its obligations dispute such failure by notice to Tenant or pay the disputed amount, Tenant shall have the right to offset the disputed amount from the rent otherwise payable to Landlord under the Sublease (and no event exists which Lease, together with interest thereon at 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 Interest Rate from the date of Tenant's notice until the first TI Advancedate of offset, when and (ii) if Landlord disputes such TI Advances failure by notice to Tenant within such fifteen (15) day period, the dispute 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 resolved by Lessor, provided that Lessee shall provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable arbitration pursuant to Lessor in its reasonable discretion as a condition to availability Section 16 of the TI Advances.Lease. If Tenant prevails in the arbitration, Tenant shall ---------- have the right to offset the amount of its judgment against the rent otherwise payable to Landlord under the Lease. Except as provided above, Tenant shall have no right to offset payments or reimbursements due from Landlord under this Exhibit B against rent due under the 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 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 One Hundred Fifty Dollars (i$150.00) per rentable square foot of the Building (i.e., up to Two Twenty-Nine Million Eight Hundred Thirty-Seven Two 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 ($357,76329,832,000.00) 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 based on 198,880 rentable square feet 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(sBuilding), supplier(s) and materialmen. In the event that to help Tenant pay for the costs of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Building (collectively, the “Tenant Improvements”); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance Improvements 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 six (6) months after the Lease Commencement Date. Notwithstanding anything above to the contrary Tenant, upon prior written notice to Landlord, shall have the right to reduce the Tenant Improvement Allowance by up to Twenty-Five Dollars ($25.00) per rentable square foot (i.e., an amount not to exceed Four Million Nine Hundred Seventy-Two Thousand Dollars ($4,972,000.00). In such event, the initial Base Rent payable by Tenant shall be reduced by using a discount rate of eight percent (8%), discounted over the initial 180 month Lease Term. For example, if Tenant elects not to use Five Dollars ($5.00) per rentable square foot of the Tenant Improvement Allowance then the monthly Base Rent per rentable square foot shall be reduced as provided in Exhibit H attached to the Lease. Landlord and Tenant shall execute an amendment to the Lease to confirm such reduction in Base Rent. 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, 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 unused portion of TI Advances the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as defined below). Notwithstanding the foregoing, subject an amount not to all the provisions applicable to such TI Advances set forth below. The terms and provisions exceed [***] of Article 7 any unused amount 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 shall be made available to Tenant to help Tenant pay for the Sublease (actual and no event exists which with the giving of notice or passage of time would constitute a default documented costs incurred 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 Tenant (the “TI AdvancesFF&E/Moving Costs”)) for the purchase of and installation of cabling, in amounts furniture, fixtures and equipment for the Premises (including, without limitation, security, audio/visual systems, signage, and telecommunications costs) and the cost of not less than Fifty Thousand moving to the Premises. Landlord shall disburse from the Tenant Improvement Allowance the available portion thereof to help Tenant pay for the FF&E/Moving Costs actually incurred by Tenant within thirty ($50,00030) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in days after Landlord has received Tenant’s written request for disbursement together with copies of invoices from third parties evidencing the aggregate, for purposes of financing the costs amount of such Alterations, which TI Advances shall FF&E/Moving Costs to be amortized at eight percent (8.0%) per annum (subject to the maximum rate permitted paid 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 AdvancesLandlord.

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 ThirtyFifty-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 Four 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 Nine 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 ($357,76354,509.00) in (i.e. $13.00 per usable square foot of the aggregate, as needed between Buildings 63, 64, 65, and 66, Premises times 4,193 usable square feet) for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions initial 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 In addition, and construction of the Allowance Improvements, including supporting information consisting of not as 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 deduction from the Tenant Improvement Allowance, all Landlord shall pay the costs related to the preparation of one (1) preliminary space plan for the Premises (the “Space Plan Allowance”) provided Landlord’s space planner prepares the preliminary space plan for the Premises. Notwithstanding, the foregoing, in the event Tenant elects to use Tenant’s space planner to prepare the preliminary space plan for the Premises, Landlord shall have the right, in Landlord’s reasonable discretion, to approve the space planner selected by Tenant, and in such costs event, the Space Plan Allowance payable by Landlord shall be borne solely by Lessee, however, such excess costs may be paid out limited to a maximum 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 $.10 per usable 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 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 SubleasePremises. 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 Lessee requires additional Alterations to modify the Premises in excess total 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 and the Space Plan 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 Article 6 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 Section 6 of its obligations under the Sublease (and no event exists which with the giving Eleventh Amendment requires Landlord to provide an allowance of notice or passage of time would constitute a default by Lessee under the Sublease), Lessor will provide Lessee with a tenant improvement allowance $800,000.00 (“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 in connection with 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 certain improvements to the Premises. Section 6 also allows the Tenant to elect to apply all or any portion of the Allowance Improvementsto the Base Rent. Tenant hereby elects to apply the entire Allowance to future Base Rent obligations due under the Lease beginning with the Base Rent payment due on October 1, including supporting information consisting of a line item summary of 2020 and thereafter as follows (such credit being sometimes referred to herein as the cost to complete the Allowance Improvements and verification of “Total Base Rent Credit”): Base Rent due October 1, 2020 $ 137,157.00 Base Rent due November 1, 2020 $ 137,157.00 Base Rent due December 1, 2020 $ 137,157.00 Base Rent due January 1, 2021 $ 140,317.00 Base Rent due February 1, 2021 $ 140,317.00 Base Rent due March 1, 2021 $ 107,895.00 Total Credit $ 800,000.00 Tenant will be responsible for payment of the costs thereof by Lesseebalance of the Base Rent in the sum of $32,422.00 due under the terms of the Lease for the payment due on March 1, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt 2021, and, will then continue to pay the total Rent due under the terms of payment) or unconditional mechanics lien releases (such lien waivers the Lease from and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s)after April 1, supplier(s) and materialmen2021. In addition, Tenant will be obligated to pay any other Additional Rent or other payments due under the event terms of the Lease over and above the Base Rent during the period that the costs Allowance is being credited to the Base Rent. In return Landlord, including its successors and assigns, will no longer be obligated to perform the improvements for Tenant contemplated under Section 6 of the Allowance Improvements exceed Eleventh Amendment. Notwithstanding the foregoing, if Tenant Improvement Allowanceelects to perform improvements to the Premises, all then (i) the provisions of Section 10(a) of the Lease will apply to the design, permitting, and construction of such costs shall be borne solely by Lesseeimprovements, 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 notwithstanding anything to the Allowance Improvements and to any other Alterations made by Lesseecontrary in the Lease, which terms and provisions provide that, among other things, (i) Lessee Tenant shall not 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, improvements at the expiration or earlier termination of the Sublease. In Lease and (ii) Landlord shall continue to be obligated to reimburse Tenant for any of the event that Lessee requires additional Alterations following costs incurred by Tenant in connection with the performance of such improvements: (a) costs attributable to modify improvements installed outside the walls of the Building, unless such improvements are specifically requested and designed by Tenant (as opposed to costs to correct existing violations of law or upgrades triggered by Tenant’s improvements and imposed by the applicable governmental authority, which shall be Landlord’s responsibility); (b) costs incurred due to the presence of hazardous materials in the Premises in excess or the surrounding area; and (c) costs to bring the Premises and areas exterior to the Building into compliance with applicable laws and restrictions, including, without limitation, the Americans with Disabilities Act and environmental laws, unless such improvements are specifically requested and designed by Tenant (as opposed to costs to correct existing violations of law or upgrades triggered by Tenant’s improvements and imposed by the applicable governmental authority, which shall be Landlord’s responsibility). Landlord has entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of May 22, 2020 with the Xxxxxx-Xxxxxxxx Trust, Dated November 2, 2019 Xxxxxx-Xxxxxxxx Trust, Dated November 2, 2019 with respect to the sale and transfer of the Allowance Improvements Building and the Lease to the purchaser thereunder 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 assignee (the “TI AdvancesSale”), which Sale is expected to close escrow in amounts September 2020. Notwithstanding the foregoing provisions of not less than Fifty Thousand ($50,000) each and not this Paragraph, if the Sale closes escrow on or prior to exceed Seven Hundred Thousand Dollars ($700,000) October 1, 2020, Landlord shall pay to Tenant from the proceeds of the escrow the entire Allowance in the aggregateamount of $800,000, for purposes of financing the costs of and, if Tenant receives such Alterationspayment, which TI Advances then Tenant shall not be amortized at eight percent (8.0%) per annum (subject entitled to the maximum rate permitted Total Base Rent Credit specified above and Tenant will remain responsible to pay all Base Rent and Additional Rent due under the Lease to the new owner as directed by law) in equal monthly installments over a thirty-six (36) month period Landlord. If the Sale closes at any time after October 1, 2020 but prior to the full application of the Total Base Rent Credit as set forth above, then Landlord shall pay to Tenant from the date proceeds 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 escrow an amount equal to Lessor in its reasonable discretion as a condition to availability the then unapplied amount of the TI AdvancesTotal Base Rent Credit, and, if Tenant receives such payment, then Tenant shall not be entitled to the remaining Total Base Rent Credit and Tenant will remain responsible to pay all Base Rent and Additional Rent due under the Lease to the new owner as directed by Landlord during the period as to which such remaining Total Base Rent Credit would have been applied.

Tenant Improvement Allowance. Provided that Lessee is Landlord shall pay to Tenant, in accordance with this Section 1.3, an amount not in default to exceed the sum of its obligations under (A) $49,005.00 (i.e., $5.00 per rentable square foot of the Sublease 3rd Floor Premises multiplied by 9,801 rentable square feet) and (and no event exists which with B) $32,343.00 (i.e., ten percent (10%) of the giving of notice or passage of time would constitute a default by Lessee under commission due to Tenant’s Broker) (collectively, the Sublease), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) ), provided as of the date on which Landlord is required to make any payment or credit thereof, (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)this Lease is in full force and effect, and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars no default by Tenant then exists. The Tenant Improvement Allowance shall be payable on account of costs of labor, fixtures, equipment and consultant fees (which fees shall not exceed $120,565) for Building 66 (1,470.15, i.e., $5.00 0.15 per rentable square foot). During foot of the period beginning on September 3rd Floor Premises) directly related to, and materials delivered to the Premises in connection with, any Alterations performed by Tenant in accordance with the terms and conditions of Article 8 below at any time prior to October 1, 2010 and ending on August 312010. Except as expressly set forth below, 2013, Lessee may elect, in its sole discretion, Tenant shall not be entitled to allocate receive any portion 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 Allowance not actually expended by Tenant pursuant to the provisions immediately preceding sentence. Landlord shall make payments, from time to time but not more frequently than once per month, of Article 7 any applicable portion of the Sublease Tenant Improvement Allowance to Tenant within thirty (“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 30) days after submission by Tenant to Landlord of a line item summary written requisition therefor, signed by the chief financial officer of the cost to complete the Allowance Improvements Tenant and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt A) copies of paymentpaid invoices covering Tenant’s performance of all Alterations theretofore approved by Landlord in accordance with Article 8 below, (B) or a written certification from Tenant’s architect stating that all Alterations described on such invoices (if applicable) have been completed in accordance with the final plans therefor, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant final, unconditional mechanics lien releases (such lien waivers and releases of lien with respect to such work (copies of which shall be submitted included with such architect’s certification), (C) proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by all governmental bodies having jurisdiction over the Building with respect to any Alterations performed by Tenant, (D) final “as-built” plans and specifications for any progress payments Alterations performed by Tenant, and for final payment(E) executed by the performing contractor(s), supplier(s) such other documents and materialmeninformation as Landlord may reasonably request. In the event that the Tenant shall pay all costs of the Allowance Improvements exceed any Alterations in excess of the Tenant Improvement Allowance. As of October 1, all such costs shall be borne solely by Lessee2010, however, such excess costs may be paid out any unexpended 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 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 applied as a credit against the monthly Base Rent attributable 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 3rd Floor Premises only otherwise 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 pursuant 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 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 One Hundred Sixty-Seven Dollars ($167.00) per rentable square foot of the Premises (i.e., up to Nine Million Eight Hundred Ninety-Four Thousand Four Hundred Sixteen Dollars ($9,894,416.00) based on 59,248 rentable square feet of the Premises), to help Tenant pay for the costs of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements”); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement 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 nine (9) months after the Lease Commencement Date. 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 Fifteen Dollars ($15.00) per rentable square foot of the Premises, (i.e., up to Eight Hundred Eighty-Eight Thousand Seven Hundred Twenty Dollars ($888,720.00) based on 59,248 rentable square feet in the Premises). 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 ninety-six (96) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said ninety-six (96) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum (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 Tenant Work Letter, Tenant acknowledges and agrees that the 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 Tenant Improvement Allowance and the Additional Allowance may collectively be referred to herein as the “Allowances.” In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Except as otherwise provided below, 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); provided, however, that so long as Tenant is not in default under the Lease, (i) an amount up to Two One Million Four Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars Dollars ($237,1981,400,000.00) of the Tenant Improvement Allowance (but not the Additional Allowance) may be used for Buildings 63(i) cabling, 64furniture, 65 fixtures and equipment purchased and installed by Tenant in the Premises as well as for relocation costs and any termination fees in connection with Tenant’s existing lease in San Diego ($3.00 per rentable square footcollectively, the “Tenant Costs”), which shall be disbursed by Landlord within thirty (30) days of the execution of this Lease (provided, however, that Tenant shall provide Landlord with reasonably satisfactory evidence of the termination fees and proof of payment within thirty (30) days after the same are paid by Tenant), and (ii) up to One Four 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 Fourteen Thousand Seven Hundred SixtyThirty-Three Six Dollars ($357,763414,736.00) in may be used as a credit toward the aggregate, as needed between Buildings 63, 64, 65, and 66, Base Rent due under the Lease during the first twelve (12) months following the Commencement Date. In no event shall Tenant be entitled to any credit for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 unused portion 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 Additional 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 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 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 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 (a) Tenant’s construction of the Project in default of its obligations under the Sublease (and no event exists which compliance with the giving of notice or passage of time would constitute a default by Lessee under Final Approvals will be at Tenant’s expense as set forth on the Subleasebudget attached hereto as Exhibit H (the “Budget”), Lessor will but Landlord shall provide Lessee Tenant with a tenant improvement allowance an amount equal to Eighteen Million Two Hundred Thousand and 00/100 Dollars ($18,200,000.00) (the “Tenant Improvement Allowance”) towards (1) the purchase price contained in that certain Purchase and Sale Agreement dated on or around September 27, 2022 between Tenant, as seller, and Landlord, as purchaser (as amended, modified or assigned, collectively, the “PSA”), for Landlord’s purchase of the Premises, (i2) 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)the payment of a portion of the costs contemplated by the Budget or as otherwise may be incurred in the construction of the Improvements and the Project, and (ii3) up the payment of an amount not to exceed Two Million Six Hundred Thirty One Thousand Four 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 Eighty 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 63/100 Dollars ($357,7632,631,480.63) in (the aggregate“Capitalized Rent”) towards the payment of Base Rent and Supplemental Rent through October 31, as needed between Buildings 63, 64, 652024, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to (4) 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 other fees and construction expenses of the Allowance ImprovementsTenant as reasonably approved by Landlord, including supporting information consisting of a line item summary of without limitation 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 Finance Fee (as defined belowin the PSA), subject . On the Commencement Date Tenant acknowledges and agrees that the disbursements contained on Exhibit J attached hereto are true and correct. The amounts identified on Exhibit J attached hereto as “Future Disbursements” shall be held by Tenant in an account in Tenant’s Name at Huntington National Bank with account number 01663173917 for the sole purpose to all be used as and for the provisions applicable to such TI Advances draws identified in Exhibit J attached hereto. Except as otherwise set forth below. The terms and provisions of Article 7 of in the SubleaseBudget, 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 shall 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 distributed to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date members 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 Tenant or used as a condition payment or a reimbursement to availability of the TI Advancesany Tenant affiliates.

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” TXXXXX XXXXX COURT, LA JOLLA [Orexigen Therapeutics, Inc.]

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 Landlord agrees that Lessee is not in default of its obligations under Landlord shall pay to Tenant a sum equal 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), Lessor will provide Lessee with a tenant improvement allowance (“Tenant Improvement Allowance”) lesser of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars the actual cost of Tenant’s Improvements (as hereinafter defined), or (ii) FIFTY THOUSAND AND NO/00 DOLLARS ($237,19850,000.00) (“Landlord’s Contribution”) on the terms and conditions contained herein. Landlord’s Contribution shall be paid to Tenant to reimburse Tenant for Buildings 63the actual cost of improvements installed by Tenant in the Premises (“Tenant Improvements”) provided such improvements: (i) are of the same general character as the existing improvements in the Premises; (ii) are non-structural in nature; (iii) do not require openings on the roof or exterior walls of the Building; (iv) do not affect any building system; (v) are completed prior to December 31, 642006 (vi) consist of improvements to the structure, 65 ($3.00 per rentable square foot)electrical, plumbing, lighting or HVAC systems of the Premises, and do not include personal property of Tenant, and (iivii) up are otherwise acceptable 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, Landlord in its sole reasonable 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 LessorLandlord’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 Contribution shall be borne solely paid in one installment by Lessee, however, such excess costs may be paid out Landlord to Tenant within ten (10) days of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions Tenant’s presentation 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, reasonable documentation evidencing (i) Lessee shall be required the amounts due to obtain Tenant, including presentation of a contractor’s statement final lien waivers, as the consent or approval of Lessor to case may be, covering all work for which the Allowance Improvements and to any other Alterations made by Lessee, and Tenant is requesting payment; (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 final completion of the Sublease. In the event that Lessee requires additional Alterations Tenant Improvements; (iii) a sworn statement from Tenant setting forth in detail all contractors and material suppliers with whom Tenant has contracted, their addresses, work or materials to modify the Premises in excess be furnished, amounts of the Allowance Improvements or the cost contracts, amounts paid to date, amounts of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (1) Lessee is not in default of its obligations under the Sublease (current payments and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), balances due; and (2iv) not less than thirty-six (36) months remain of a certification by Tenant’s contractor that the Sublease Term, then, upon LesseeTenant’s Improvements have been completed and materials are in place as indicated by the 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 Advancespayment.

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 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- 1000 XXXXX XXXXXX [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 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 Buildings 63furniture or trade fixtures or for any 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 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 Eight Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), Seventy 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 00/100 Dollars ($357,763208,170.00) in the aggregate, as needed between Buildings 63, 64, 65, or Forty-Five Dollars and 6600/100 ($45.00) per square foot, for any Utility Installations or Alterations Lessee deems appropriate, subject the costs relating to the provisions initial design and construction of Article 7 of Tenant’s improvements, which are permanently affixed to the Sublease Expansion 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 Except as provided in Section 2.2 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 by one (1) year after the later date this Amendment is executed by Landlord and Tenant, all 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; provided; however, that notwithstanding the foregoing, upon request by Tenant at the time of Tenant’s request for Landlord’s review of the Final Space Plan and/or the Final Working Drawings, Landlord shall notify Tenant whether any of the Tenant Improvements will be required to be removed pursuant to the terms of this Section 2.1. Notwithstanding the foregoing or anything to the contrary in this Amendment , Tenant shall not be required to remove any Tenant Improvements, which are normal and customary business office improvements; provided, however, in any event Landlord may require Tenant to remove all (i) rolling files and no event exists which with the giving of notice structural supports, (ii) built-in or passage of time would constitute a default high-density file systems, (iii) any supplemental HVAC system installed by Lessee under the Sublease)Tenant, (iv) any structural improvements, and (2v) not less than thirty-six (36) months remain any security or information technology systems installed by or on behalf 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) Tenant 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 AdvancesExpansion Premises.

Tenant Improvement Allowance. Provided Landlord and Tenant reasonably anticipate that Lessee the total cost of the Tenant Improvements will not exceed Nine Million One Hundred Thousand and No/100 Dollars ($9,100,000). The parties acknowledge that such figure is an estimate only. Within ten (10) business days after the parties’ agreement as to the form of the drawings, plans and specifications, which shall constitute the Final Plans, Landlord shall prepare an analysis in its sole judgment of the cost of construction of the Tenant Improvements according to the Final Plans, including payment of a fee to the Contractor (the “Final Cost”). Within three (3) business days after receipt of the statement of Final Cost, Tenant shall deliver to Landlord written notice of approval or disapproval of the same; however, if Tenant requires additional information regarding the Final Cost, Landlord shall promptly supply same and Tenant shall have a reasonable additional time period, not to exceed an additional two (2) business days to either approve or disapprove the Final Cost. If Tenant disapproves such Final Cost, Tenant shall specify the reasons for its disapproval. Thereafter, the parties shall meet on or before two (2) business days after Tenant’s notice of disapproval, in default of its obligations under an effort to reach an agreement on the Sublease (Final Cost. If the parties are unable to agree on the Final Cost, then Landlord’s sole obligation shall be to provide the Landlord’s Improvements 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 Tenant Improvement Allowance specified below. Landlord shall provide Lessee Tenant with a tenant improvement allowance sum equal to EIGHTY-NINE AND 64/100 DOLLARS ($89.64) per gross square foot of the Building, but not to exceed SEVEN MILLION THREE HUNDRED EIGHTY-FIVE THOUSAND TWO HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($7,385,225) for the Tenant Improvements (“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 used by Tenant to pay all Tenant Improvement costs including, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregatebut not limited to, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject fees payable 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 Contractor (as defined below), subject to and all costs and expenses incurred in planning, preparing, constructing and installing the provisions applicable to such TI Advances set forth below. The terms Tenant Improvements, including permits, fees, utility meters, and provisions of Article 7 of the Sublease, as amended by this Amendment, shall be applicable fees and costs paid to the Allowance Improvements Tenant’s Architect and to Engineer (collectively, “Tenant Improvement Costs”). Tenant shall pay 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 Tenant Improvement Costs over 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“Tenant’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI AdvancesShare”), in amounts as follows: eighty-five percent (85%) 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 Tenant’s Share shall be amortized at eight payable on or before January 1, 1996, and the remaining fifteen percent (8.015%) per annum (subject to the maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date upon completion 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 punch-list items for the TI AdvancesPhase II Premises.

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 Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of 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 ThirtySixty-Seven Six Thousand One Hundred Ninety-Eight dollars and No/100 Dollars ($237,198266,000.00) for Buildings 63(i.e., 64, 65 ($3.00 20.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565foot of the Expansion 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 Lessee’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 In no event shall Lessor 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 Tenant Improvement Allowance is not fully utilized by Xxxxxx on or before the first (1st) anniversary of the Allowance Expansion Commencement Date (the “TIA Expiration Date”), then such unused amounts shall revert to Lessor, and Lessee shall have no further rights with respect thereto. Any Tenant Improvements exceed that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Lessor’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Lessor containing at least three (3) independent cabling vendors, and that the amount and location of any such cabling must be approved by Lessor (such EXHIBIT B -1- FIFTH AMENDMENT TO LEASE [00000 Xxxxx Xxxxxx Xxxxx Road] [DermTech, Inc.] approval not to be unreasonably withheld). All Tenant Improvements for which the Tenant Improvement Allowance, all such costs Allowance has been made available shall be borne solely by Lesseedeemed Lessor’s property under the terms of the Lease; provided, 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 by written notice to Lessee prior to the end of the Expansion Term, or to its consent, require that Lessee remove given following 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 Lease, as amended, require Lessee, at Lessee’s expense, to modify remove any Tenant Improvements and to repair any damage to the Premises in excess and Building caused by such removal; provided, however, that, notwithstanding the foregoing, upon request by Xxxxxx at the time of Xxxxxx’s request for Lessor’s approval of the Allowance Improvements or the cost “Final Working Drawings,” as that term is defined in Section 3.3 of the Allowance Improvements exceeds the this 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 timeWork Letter, Lessor shall provide advances notify Lessee whether the Tenant Improvements will be required 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 removed 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 Advancesthis Section 2.1.

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 approximately One Hundred Four Thousand Three Hundred Thirteen and 00/100 Dollars ($104,313.00) (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 One Hundred Four Thousand Three Hundred Thirteen and 00/100 Dollars ($104,313.00) (the “Tenant Improvement Allowance”) based upon an allowance of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars and 45/100 Dollars ($237,1987.45) 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 14,001 rentable square foot)feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. During Tenant shall not be entitled to 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 In consideration 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)Tenant entering into this Fourth Amendment, Lessor will Landlord agrees to provide Lessee with to Tenant a tenant improvement allowance (“Tenant Improvement Allowance”) of (i) up equal to Two Seven Million Three Hundred ThirtySeventy-Five Thousand Seven Thousand One Hundred Ninety-Eight dollars Twenty Five and 00/100 Dollars ($237,198) for Buildings 637,375,725.00), 64, 65 which amount is based on Twenty-Two and 50/100 Dollars ($3.00 22.50) per rentable square footfoot of the Premises (the “Renewal Allowance”). The Renewal Allowance may be used in Tenant’s sole discretion, including to offset and (ii) up xxxxx Tenant’s obligation to One pay Base Rental during the Extension Term. Notwithstanding the foregoing, the parties agree that at least Two Million Four Hundred Twenty Fifty Eight Thousand Five Hundred Sixty-five dollars Seventy Five and 00/100 Dollars ($120,565) for Building 66 2,458,575.00), based on Seven and 50/100 Dollars ($5.00 7.50) per rentable square foot). During foot of the period beginning Premises, shall be used, on September 1or before the New Expiration Date, 2010 for costs relating to the construction of improvements to the Premises and ending on August 31the relocation, 2013repair or replacement of any and all furniture, 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) fixtures and equipment located in the aggregatePremises (collectively, 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 At Tenant’s election on or before January 15, 2005, and further provided that Tenant is not in Default under the Lease, Landlord shall credit the Renewal Allowance against Tenant’s future obligations to pay Monthly Base Rental, additional rental, or any other charges due and owing by Tenant under the Lease, provided, however, if Tenant fails to provide Lessor’s Facilities Department sufficient backup information showing verification Landlord notice of payment of costs for design and construction of such election on or before January 15, 2005, Landlord shall pay the Renewal Allowance Improvementsto Tenant via check or wire transfer on or before January 28, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of 2005. At any time after such payment of the costs thereof by LesseeRenewal Allowance, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics but no later than the New Expiration Date, Tenant shall furnish to Landlord evidence reasonably satisfactory to Landlord, including such invoices, certifications, lien releases (such lien waivers releases, and releases other documentation as Landlord may reasonably request, to be submitted for any progress payments assured, to Landlord’s reasonable satisfaction, that the Improvements have been completed in compliance with the terms of this Section and for final payment) executed by the performing contractor(s), supplier(s) and materialmenterms of the Lease. 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 addition to the Allowance Improvements foregoing, Landlord acknowledges that Tenant is still entitled to use of that certain tenant improvement allowance equal to Eighteen 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 No/100 Dollars ($700,00018.00) in per rentable square foot for that portion of the aggregate, for purposes of financing the costs of such Alterations, which TI Advances Premises known as Floor 5 North comprising 26,830 rentable square feet (“Five North”). The Five North allowance shall be amortized at eight percent (8.0%) per annum (subject used by Tenant in accordance with the terms of the Lease prior to the maximum rate permitted by law) Expiration Date, and solely for costs related to the construction of improvements to Five North and the installation of furniture, fixtures and equipment to be located in equal monthly installments over a thirty-six (36) month period from Five North. Tenant shall have no further right to the date of the first TI AdvanceFive North allowance after September 30, when such TI Advances 2007. The rights contained in this Section shall be due personal to the original Tenant signing this Fourth Amendment 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 not be acceptable to Lessor in its reasonable discretion as a condition to availability of the TI Advancestransferable.

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 that Lessee Landlord shall provide Tenant with an allowance of Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00) to be used in connection with alterations and improvements of the Premises to be performed by Tenant, including, without limitation, the buildout of the ninth floor of the Premises and other upgrades to the Premises (collectively, "Tenant's Work"), all in accordance with this Section 12. Any delay caused by Tenant in connection with the completion of the Tenant's Work shall in no event delay the Lease Commencement Date or the payment of Fixed Rent or Additional Rent. So long as Tenant is not in default of its obligations under the Sublease Lease, Landlord, as its sole monetary obligation with respect to the Tenant's Work, shall pay an amount (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”") not to exceed Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00), which shall be payable to Tenant in periodic draws, not more often than once per quarter, within ten (15) Business Days after Landlord's receipt of a draw request from Tenant, in form and substance reasonably satisfactory to Landlord, setting forth the amount of the Tenant Improvement Allowance requested, together with such schedules, affidavits, releases, waivers, statements, invoices for costs, bills, and other documents, certificates and information as may be reasonably required by Landlord, including, without limitation: (i) up a Contractor's Affidavit of Payment of Debts and Claims (with an attachment list of subcontractors) (AIA Document G706) and other evidence satisfactory to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63Landlord that all applicable bills have been paid to Tenant's contractors, 64, 65 ($3.00 per rentable square foot), subcontractors and professionals; and (ii) up a LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 Contractor's Affidavit of Release of Liens (AIA Document G706A), together with appropriate lien waivers from the contractor and all subcontractors; provided however that Tenant will have the right at its option 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 1submit reasonably comparable substitute documents, 2010 as used and ending on August 31, 2013, Lessee may electapproved by The University of Texas System, in its sole discretionplace of the named AIA Document G706 and AIA Document G706A, but in any event all such lien waivers must comply with the requirements set forth in Sections 53.281 – 53.284 of the Texas Property Code. Notwithstanding anything to allocate the combined contrary set forth in the Lease, it is hereby agreed that the Tenant Improvement AllowanceAllowance shall in no event be utilized towards payment of any Fixed Rent, Additional Rent or other obligations of Tenant under the Lease, or as any other form of rent concessions or rent credits; provided, further, that if the entire Tenant Improvement Allowance is not required by Tenant for Tenant's Work, then any unused portions of such Tenant Improvement Allowance shall represent a savings to Landlord and shall not be used or usable by or disbursable to Tenant for any other purpose or use. Tenant and/or its contractors and subcontractors shall coordinate any and all construction activities contemplated herein with Landlord's construction coordinator, and all such construction activities shall be subject to a construction management fee payable by Tenant to Landlord in an amount equal to the sum of (a) one percent (1.0%) of the total cost of Tenant Work, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in but not exceeding the aggregate, as needed between Buildings 63, 64, 65, and 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions 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 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 ; plus (b) one-half of TI Advances one percent (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and provisions of Article 7 0.5%) 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 total cost of Tenant's Work that exceeds the Allowance Improvements exceeds amount of the Tenant Improvement Allowance above(collectively, provided that: (1) Lessee is not in default of its obligations under the Sublease (and no event exists which "Construction Management Fee"). The Construction Management Fee will be paid by Tenant to Landlord with the giving funding of notice or passage of time would constitute the Tenant Improvement Allowance on a default pari passu basis, which fee shall be deducted from the Tenant Improvement Allowance. The Tenant Improvement Allowance shall remain available to be used by Lessee under Tenant through October 1, 2022 (the Sublease"Tenant Improvement Allowance Expiration Date"); provided, and (2) not less than thirty-however, upon Tenant's request, the Allowance Expiration Date may be extended by up to six (366) months remain with Landlord's consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any 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 (Tenant Improvement Allowance remaining unused after 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 Tenant Improvement Allowance Expiration Date shall be amortized at eight percent (8.0%) per annum (subject retained by Landlord and Tenant shall have no further 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 Advancesremaining Tenant Improvement Allowance.

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 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.