Common use of Tenant Improvements Clause in Contracts

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Fifteen Million Two Hundred Fifty Thousand Dollars ($22,250,000.0015,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Landlord shall make available to Tenant shall cause appropriate an allowance not to exceed Seventy-Two Thousand One Hundred Twenty Dollars ($72,120) (the “Allowance”) in order to construct certain improvements within the Premises consistent with the Permitted Use (the "“Tenant Improvements"”). Any Tenant Improvements shall be designed and constructed by Tenant (at Tenant’s sole cost and expense); provided, however, that any such Tenant Improvements shall be considered Alterations and shall be subject to, and shall be designed and installed in accordance with, all of the terms, conditions and provisions of the Lease (including, without limitation, the prior written approval provisions and all other terms, conditions and provisions of Article 17 of the Lease; provided that, the first two (2) to be constructed in sentences of Section 17.8 of the Premises pursuant Lease shall not apply to the Work Letter attached hereto as Exhibit E (the "Work Letter"Tenant Improvements since Tenant is already obligated to pay a project review fee in accordance with Section 5.1(b) at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"below). The TI Allowance may be applied by Tenant to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] three percent ([***]3%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures, and (g) furniture, personal property or other non-building system equipment (but in no event may more than Twenty-Four Thousand Forty Dollars ($24,040) of the Allowance be applied to the costs described in this subsection (g)). In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipmentequipment in excess of the limitation set forth in subsection (g) above, (py) costs resulting from any default by Tenant of its obligations under this Lease, the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Six Million Two Hundred Fifty Thousand Dollars ($22,250,000.006,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E G (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Four Million Two Hundred Fifty Thousand Dollars ($22,250,000.004,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent be limited to reimbursement for Landlord’s third party costs up to a maximum amount of Forty Thousand Dollars ([***]%) of the cost of the Tenant Improvements, including the TI Allowance$40,000.00)), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures, including, without limitation, payments for such purposes to Tenant or any affiliates of Tenant, provided such amounts are consistent with competitive market rates charged for the services and materials rendered by unrelated persons or entities of similar skill, competence and experience in an arms-length transaction. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (po) costs resulting from any default by Tenant of its obligations under this Lease, Lease or (qp) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant Tenant, at its sole cost and expense, shall cause appropriate ------------------- construct and install within the Premises its desired tenant improvements consistent and other improvements in accordance with the Permitted Use Approved Working Drawings (defined below), which tenant improvements may include, without limitation, (i) demolition of certain limited existing interior walls and other improvements within the Premises, (ii) construction, installation and/or reconfiguration of certain ceilings, interior walls and partitions, interior finishing of exterior walls (including, without limitation, the plastering, furring, drywalling, taping and/or other finishing of such walls), interior doors, floor coverings and the preparation of all floors for same, cabinetry and millwork, restrooms, light fixtures, wall coverings and other improvements, finishings and painting within the Premises, (iii) modifications to floors for above-normal floor loading requirements of Tenant, (iv) modifications reasonably required by Tenant to the heating, ventilating and air conditioning ("HVAC") systems, ducts and means of distribution for the same within the Premises, (v) improvements, additions, alterations and fixtures within the buildings on the Premises necessary for all Tenant Improvements and all portions of all buildings affected by the Tenant Improvements to comply with all applicable codes, statutes, rules, regulations, ordinances and orders of any federal, state, county or municipal agency having jurisdiction over the Premises including all local, state and federal requirements for disability access including, without limitation, the Americans With Disabilities Act, 42 U.S.C. Section 1201 et seq. and California Government Code Section 4450 et seq. (collectively, "ADA"), (vi) all telephone, telecommunication, computer and data systems, switch room, cabling, lines, conduit, receptacles, switches and related equipment and improvements running from point of entry in the Premises, and (vii) all other necessary, desirable or required improvements, alterations, fixtures and finishes which are to be installed within or incorporated into the Premises by Tenant (collectively, the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied Tenant shall commence to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of construct and install the Tenant ImprovementsImprovements at Tenant's sole cost and expense promptly from and after Commencement Date and diligently pursue to completion, including the TI Allowance)subject to Force Majeure delays, (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the all Tenant Improvements.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent accept the Premises “as is” with no representations or allowances except: (a) Landlord acknowledges the Permitted Use existence of cracks in the floor of the Premises, which have been investigated by Terracon and a copy of such consultant’s written report dated June 6, 2003 has been provided to Tenant, all at Landlord’s sole cost and expense; (b) Landlord shall repair those existing cracks in the "floor of the Premises which interfere with Tenant’s use and enjoyment (i.e., those affecting the smooth operation of a forklift; not hairline cracks), at Landlord’s sole cost and expense, within one hundred fifty (150) days from the execution hereof provided Tenant’s Operations Manager allows reasonable access to perform such work; (c) Landlord and Tenant’s Operations Manager shall conduct quarterly inspections of the floor and any such future cracks to the floor of the Premises not caused by Tenant Improvements") shall be repaired in a commercially reasonable time period by Landlord at Landlord’s sole cost and expense, with any such future repairs to be constructed coordinated and planned with Tenant’s Operations Manager; and (d) Landlord shall be responsible for: (i) performing the work on Exhibit A attached hereto and made a part hereof on or before one hundred twenty (120) days from the execution hereof assuming no delays occur in the permitting process; and (ii) providing to Tenant a Tenant Improvement Allowance of $225,000.00 to reimburse Tenant for refurbishment and renovation of the existing office space in the Premises pursuant to and construction of an additional 5,000 square feet of office space within the Work Letter attached hereto Premises and such other capital improvements as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review approved in writing by Landlord (which fee shall equal [***] percent ([***]%not be unreasonably withheld, delayed or denied) provided, however, such Tenant Improvement Allowance must be used before January 1, 2006 and the parties must execute a Work Letter Agreement substantially in the form of Exhibit “B” attached hereto and made a part hereof. If the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans Work (as defined in the Work LetterLetter Agreement) or otherwise approved in writing by Landlordexceeds $225,000.00, (n) payments Landlord shall, at Tenant’s request, provide an additional allowance of up to $50,000.00 provided Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior enters into an amendment to the Commencement Date, including costs relating Lease increasing the Base Rent by a sum sufficient to repay this $50,000.00 (or so much thereof as Tenant requests) over the construction of the Tenant Improvementsremaining Lease Term together with interest thereon at six percent (6%) per annum. Landlord shall use commercially reasonable efforts to minimize disruptions in Tenant’s work flow and will make such efforts to schedule contractor work at times convenient to Tenant.

Tenant Improvements. 5.1Tenant agrees that it currently occupies, and shall continue to occupy, the Combined Premises in its "as is" condition without any further improvements thereto except as otherwise provided herein. Tenant Landlord shall cause appropriate supervise (i) the repainting and re-carpeting of the First Floor Expansion Space and the Second Floor Expansion Space as herein provided, (ii) the construction and installation of the initial tenant improvements consistent with in the Permitted Use 2004 Expansion Space as herein provided/ and (iii) any future additional tenant improvements in the Complete Premises {collectively, the "Tenant Additional Improvements") ), all in accordance with Tenant's plans and specifications for the design, construction and installation of the Additional Improvements, as such plans and specifications are reviewed and approved by Landlord and Tenant, such approval not to be constructed unreasonably withheld. Landlord shall substantially complete the Additional Improvements in accordance with said plans and in a good and workmanlike manner, such substantial completion to be certified by Landlord's engineer and Tenant's architect inspecting the Premises pursuant work. Landlord shall contribute up to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two maximum of One Hundred Fifty Eighty Thousand Three Hundred Thirty-Six and No/100 Dollars ($22,250,000.00180,336.00) (which consists of $12.00 per rentable square foot of the Expansion Space and $6.00 per rentable square foot of the Combined Premises and is collectively hereinafter referred to as the "TI Improvement Allowance"). The TI Allowance may be applied ) toward only the following costs: (i) any cost of installing any Additional Improvements on an "as completed" basis which is performed in accordance with the Plans and related to the costs of (a) constructionwork to be done for the purpose of.improving the Premises for Tenant's occupancy and use, (bii) project review by the cost of preparing the Plans, (iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) any other costs directly related to any Additional Improvements which is reasonably acceptable to Landlord; provided, however, in no event shall Tenant be obligated to pay Landlord (any construction management fee in connection with the installation of any Additional Improvements and in no event shall the Improvement Allowance be used for any costs associated with Tenant's personal property, equipment, trade fixtures or other items of a non-permanent nature installed in the Premises, including without limitation, telephone and data cable lines. In the event that either prior to the commencement of the installation of any Additional Improvements or at any time during or following the installation of the Additional Improvements, the cost of any Additional Improvements exceeds the Improvement Allowance or Tenant requests any change to the aforementioned Plans which fee shall equal [***] percent ([***]%) of has resulted or might result in an increase in the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review installation of such party's commissioning report Additional Improvements so that the cost exceeds the Improvement Allowance, then Tenant shall promptly deliver the necessary funds to defray such excess cost to Landlord no later than fifteen (15) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by a licensed, qualified commissioning agent hired Tenant which will result in an increase in the cost of the construction and installation of any Additional Improvements shall be agreed to in advance by Landlord and Tenant. Any savings or unused portion of the Improvement Allowance after any Additional Improvements are completed shall be retained by Landlord. Notwithstanding anything contained herein to the contrary, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In in no event shall Landlord be obligated to disburse any portion of the TI Improvement Allowance after that date which is five (5) years after the Extension Commencement Date or at any time following an Event of Default hereunder. Tenant acknowledges that Landlord may be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to supervising the construction of the Additional Improvements while Tenant Improvementsoccupies the complete Premises and Landlord agrees that it shall use reasonable efforts to minimize any interference with Tenant's business operations within the Complete Premises while constructing such improvements.

Tenant Improvements. 5.1. 5.1 Tenant shall cause appropriate improvements consistent with the Permitted Use (the "“Tenant Improvements"”) to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "“Work Letter"”) at a cost to Landlord not to exceed Twenty Two One Million Two Hundred Fifty Thousand Dollars ($22,250,000.001,000,000.00) (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.14.1. Tenant shall cause appropriate improvements consistent with the Permitted Use work (the "“Tenant Improvements"”) described in the Tenant Work Letter attached hereto as Exhibit B-1 (the “Tenant Work Letter”) to be constructed in the Premises pursuant to the Tenant Work Letter at a cost to Landlord not to exceed Three Hundred Thousand Dollars ($300,000); provided that such amount shall be reduced dollar-for-dollar by (a) any tenant improvement allowance used by Landlord with respect to any tenant improvements constructed by Landlord or Tenant with respect to the premises leased by Tenant from Landlord’s affiliate, BMR-Sorrento Plaza LLC, located at 11404 and 00000 Xxxxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx (the “Sorrento Plaza Premises”) and (b) any portion of such amount used by Landlord with respect to any Tenant Improvements constructed by Landlord in the Premises as provided for in the following sentence, so that in no event shall the tenant improvement allowance for tenant improvements to be constructed by Landlord and Tenant with respect to the Premises and the Sorrento Plaza Premises exceed Three Hundred Thousand Dollars ($300,000) in the aggregate (collectively, such aggregate amount as appropriately reduced from time to time as such funds are expended, the “TI Allowance”). Tenant may elect to have Landlord construct some or all of the Tenant Improvements by providing Landlord with prior written notice, in which case Landlord shall cause such Tenant Improvements (as detailed in such written notice) to be constructed in the Premises pursuant to the Landlord Work Letter attached hereto as Exhibit E B-2 (the "“Landlord Work Letter"”) at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (an) construction, (bo) project review management by Landlord (which fee shall equal [***] two and one-half percent ([***]2.5%) of the cost of the Tenant Improvements, including the portion funded by the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (dp) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (eq) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (fr) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default by Tenant of its obligations under this Lease, Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with Notwithstanding anything to the Permitted Use (the "Tenant Improvements") to be constructed contrary in the Premises pursuant -------------------- Lease Form, in no event shall any of the following costs be paid for by Lessee or deducted from the Total Tenant Improvement Allowance: (i) costs incurred as a consequence of a contractor's or subcontractor's default, the negligent act of omission or the willful misconduct of Lessor or its consultants, agents, employees, contractors or subcontractors or Lessor's breach of this Lease, or any contract for construction of the Lessee Interior Improvements; (ii) interest, principal and other charges with respect to any construction or permanent loan for the Work Letter attached hereto as Exhibit E project; (the "Work Letter"iii) at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars costs for which Lessor may obtain reimbursement from others; ($22,250,000.00iv) costs for which Lessor has actually received reimbursement from others; (the "TI Allowance"). The TI Allowance may be applied to the v) costs associated with investigation, removal, monitoring or remediation of hazardous materials; (vi) premium time and other costs of accelerating the work to meet the scheduled completion date stated in the Lease, unless the acceleration amount is approved by Lessee in writing; (avii) constructioncosts of management, (b) project review design and all other services provided by Landlord (which fee shall equal [***] percent ([***]%) employees or affiliates of Lessor and the cost of the Tenant Improvementsany administration, including the TI Allowance), profit and overhead for Lessor or any of its employees and affiliates; (cviii) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) all costs and expenses for laborincurred with respect to work not required by the Specifications, material, equipment and fixtures. In no event shall as the TI Allowance same may be used for amended by change orders; (mix) the cost of work that is not authorized by bringing the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by LandlordBuilding and surrounding property into compliance with applicable building codes, (n) payments to Tenant or any affiliates of TenantHazardous Materials laws, (o) the purchase of any furniture, personal property or other non-building system equipmentstatutes, laws, rules or regulations; and (px) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) all costs incurred by or on behalf in connection with casualties and Acts of Tenant prior to the Commencement Date, including costs relating to the construction God. All of the Tenant Improvementsabove described costs shall be paid by Lessor at its sole costs and expense.

Tenant Improvements. 5.1. Subject to Landlord’s prior written approval, which approval will not be unreasonably withheld or delayed or unreasonably conditioned, Tenant shall cause appropriate have the right to have certain tenant improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed installed in the Premises pursuant in accordance with the provisions of the Lease and this Work Letter. The tenant improvements approved by Landlord are referred to as the Work Letter attached hereto as Exhibit E “Tenant Improvements”. Landlord shall pay the cost of such Tenant Improvements up to an amount equal to $13.00 per rentable square foot of the Premises (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI “Tenant Improvement Allowance"”). The TI Tenant Improvement Allowance may shall be applied used exclusively for the cost of design and construction of Tenant Improvements which will be permanently affixed to the costs of Premises including, but not be limited to: Landlord’s construction management fee (a) constructionas described in Section IV below), (b) project review by Landlord (which fee space planning fees, architectural fees, engineering fees, cabling, partitions, doors, door frames, hardware, paint, wall coverings, bass, floor coverings, thermostats, telephone and electrical outlets, light switches, window coverings, all fire life safety modifications and upgrades, supplemental HVAC, all applicable permit fees, building standard signage and sales tax. The Tenant Improvement Allowance shall equal [***] percent ([***]%) of the not be used for Tenant’s personal property including equipment, furniture, or trade fixtures. The cost of the Tenant Improvements, including Improvements up to the TI Allowance), (c) commissioning of mechanical, electrical Tenant Improvement Allowance shall be applied by Landlord directly to Landlord’s contractor performing the work. All costs and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other expenses related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections to the Tenant Improvements in excess of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event Improvement Allowance shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default paid directly by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to contractor(s) performing the construction of the Tenant Improvementswork when due.

Tenant Improvements. 5.1. Tenant Prior to the Rental Commencement Date, subject to Unavoidable Delays as defined below, Landlord shall cause appropriate make improvements consistent with to the Permitted Use Premises (the "Tenant Improvements") in accordance with plans and specifications to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E prepared by Tenant’s architect, Arris, a Design Studio, Inc. (the "Work LetterPlans and Specifications") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments which approval shall not be unreasonably withheld. Once the Plans and Specifications are acceptable to Tenant or any affiliates both parties, it is agreed that same shall be attached hereto and become a part of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by being identified as Schedule B. All materials shall be building-standard materials unless otherwise specified in Schedule B. Except as otherwise specifically provided in the Tenant from a third party (e.g.Allowance described below, insurersLandlord shall not be responsible for performing or paying for the moving or installation of telephone and computer systems, warrantorswiring or cabling, or tortfeasors)the acquisition, (r) costs that were provided by Tenant moving or installation of Tenant's furnishings, fixtures and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined equipment in the Purchase Agreement)Premises. “Unavoidable Delays” shall mean delays caused by labor disputes, acts of God, strikes, civil commotion, riot, war, governmental regulations or controls, adverse weather conditions, material shortages, or (s) costs incurred by or on behalf any other circumstances beyond the reasonable control of Tenant prior Landlord. Landlord shall permit Tenant’s qualified contractor to enter the Commencement Date, including costs relating to Premises during the construction of Tenant Improvements for the purpose of installing cabling, wiring and other behind-the-walls-and-ceilings fittings that are intended for use in connection with Tenant’s telephone and computer network systems; Tenant’s contractor shall observe all site safety requirements applicable to its work, comply with the instructions of the General Contractor as they pertain to access and schedule, and coordinate its activities to minimize interference with other construction activities. Landlord agrees to bear the cost of the Tenant ImprovementsImprovements in an amount not to exceed Three Million Seventy-one Thousand Two Hundred Eighty Dollars ($3,071,280.00) ("Tenant Allowance") of which three percent (3%) constitutes Landlord’s construction management fee. Up to twenty-five percent (25%) of the Tenant Allowance may be used by Tenant for its acquisition and installation of communications, security, and audio-visual systems and furniture and for moving expenses. Landlord shall work with Tenant on an “open book” basis (including inviting four (4) qualified general contractors to bid on the contract). Tenant shall have the right to review the final bids and to choose the general contractor to perform the Tenant Improvements provided such contractor is licensed, bonded, insured and approved by Landlord, such approval not to be unreasonably withheld. Tenant covenants and agrees to pay to Landlord, as Additional Rent, all costs and expenses incurred by Landlord in performing the Tenant Improvements in excess of the Tenant Allowance and to pay fifty percent (50%) of such cost within five (5) business days after selection of the contractor and confirmation of such excess amount, and the remaining 50% within five (5) business days following Substantial Completion. In addition to the Tenant Allowance, Landlord agrees to reimburse Tenant for initial space planning services at a cost not to exceed the lesser of (a) twelve cents ($.12) per square foot of Rental Area, and (b) Seven Thousand Dollars ($7,000.00), with any excess space planning costs to be borne solely by Tenant. Any other initial improvements to the Premises not shown on the Plans and Specifications are subject to Landlord's prior written approval, in its sole discretion. Any improvements approved by Landlord shall be performed by Landlord, and the total cost of construction of such additional improvements, including but not limited to the cost of developing, preparing and modifying construction drawings, together with Landlord's construction management fee of three percent (3%), shall be paid by Tenant to Landlord within thirty (30) days following receipt of an invoice for same from Landlord. Landlord may condition its approval of any non-standard Tenant Improvements or other initial improvements upon Tenant’s agreement to remove such non-standard items at the end of the Term and to restore the Premises to a building-standard condition, including the removal of all data cabling. Landlord agrees to provide, on request by Tenant, a preliminary indication of its position regarding removal of contemplated improvements promptly following receipt of Tenant’s preliminary plans and specifications for such improvements.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed Except as specifically set forth herein or in the Premises pursuant to the Tenant Work Letter attached hereto to this Third Amendment as Exhibit E B (the "“Tenant Work Letter") at a cost ”), Landlord shall not be obligated to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied provide or pay for any improvement work or services related to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) improvement of the cost Third Expansion Premises, and Tenant shall accept the Third Expansion Premises in its presently existing, "as-is" condition, provided that Landlord shall deliver the Third Expansion Premises to Tenant fully decommissioned in good, vacant, broom clean condition, and otherwise in the same condition as of the Tenant Improvementsdate of this Third Amendment, including in compliance with all Applicable Laws (to the TI Allowanceextent necessary to maintain a certificate of occupancy or its legal equivalent for the Third Expansion Premises), (c) commissioning of mechanicalwith the roof water-tight and shall cause the HVAC systems, plumbing, electrical and plumbing systems by a licensedsystems, qualified commissioning agent hired by Tenantfire sprinkler system, lighting, emergency generators, and review all other Building systems serving the Third Expansion Premises to be in good operating condition and repair and in compliance with Applicable Laws (to the extent necessary to obtain or maintain a certificate of such party's commissioning report by a licensedoccupancy, qualified commissioning agent hired by Landlordor its legal equivalent, (dfor the Third Expansion Premises) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections as of the Third Expansion Commencement Date. Additionally, Tenant Improvementsacknowledges that it shall continue to accept the Existing Premises in its presently existing "as-is" condition, and (f) costs and expenses Landlord shall not be obligated to provide or pay for laborany improvement work related to the improvement of the Existing Premises, materialprovided that, equipment and fixturesthe foregoing shall not relieve Landlord of any of its maintenance, repair or replacement obligations under the Lease, if any. In no event shall Tenant also acknowledges that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty regarding the TI Allowance be used condition of the Existing Premises, the Third Expansion Premises, or the Building or with respect to the suitability of any of the foregoing for (m) the cost conduct of work that is not authorized by the Approved Plans (as defined Tenant’s business in the Work Letter) Existing Premises or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant ImprovementsThird Expansion Premises.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") Improvements to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E 3 (the "“Work Letter"”) at a cost to Landlord not to exceed Four Million Four Hundred Twenty Two Million Two Six Thousand Five Hundred Fifty Thousand and 00/100 Dollars ($22,250,000.004,426,500.00) (based upon One Hundred Thirteen and 50/100 Dollars ($113.50) per square foot of rentable area (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (am) construction, (bn) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance)intentionally omitted, (co) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by TenantXxxxxx, and review excluding any commissioning of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlordbase Building HVAC equipment, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (ep) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (fq) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting arising from any default by Tenant of its obligations under this Lease, Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). In addition, Landlord shall provide an allowance to Tenant to be used solely for architectural and engineering costs related to the preparation of an initial test fit plan for the Tenant Improvements in an amount not to exceed Three Thousand Nine Hundred and 00/100 Dollars (r$3,900.00) (based upon Ten Cents ($0.10) per square foot of rentable area) (the “Test Fit Plan Allowance”). Notwithstanding the foregoing, Landlord hereby acknowledges and agrees that any costs that were provided incurred by Landlord with respect to project review by Landlord (including without limitation, Xxxxxxxx’s actual out of pocket costs incurred by Landlord in reviewing and managing the Tenant Improvements) shall be at Landlord’s sole cost and expense and no portion of the TI Allowance shall be used therefor. For purposes of clarity, nothing in this Section 3.2 shall limit the costs and expenses incurred by Landlord for which Landlord is entitled to reimbursement by Tenant and its representatives for Alterations that are not the Tenant Improvements in accordance with Article 11 of this Lease. Tenant shall have until the date that is twelve (12) months after the Rent Commencement Date (the “TI Deadline”), to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price submit Fund Requests (as defined in the Purchase Agreement)Work Letter) to Landlord for disbursement of the unused portion of the TI Allowance and Test Fit Plan Allowance, or (s) after which date Landlord’s obligation to fund any such costs incurred by or on behalf of for which Tenant prior has not submitted a Fund Request to the Commencement Date, including costs relating Landlord shall expire. In no event shall any unused TI Allowance entitle Tenant to the construction a credit against Rent payable under this Lease. Upon completion of the Tenant Improvements, and prior to any occupancy of the Premises by Xxxxxx, Tenant shall deliver to Landlord (a) a certificate of occupancy (or its substantial equivalent) for the Premises suitable for the Permitted Use and (b) a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor.

Tenant Improvements. 5.1. Unless specified otherwise herein, Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of bear and pay the cost of the Tenant ImprovementsImprovements,(which cost shall include, including without limitation, the TI Allowance)costs of construction as provided for in the Tenant Improvement Contractor’s contract, (c) commissioning the cost of mechanicalpermits, electrical and plumbing systems by a licensedall architectural, qualified commissioning agent hired by Tenantdesign, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architectand engineering services obtained by Tenant in connection with Tenant Improvements, engineering laboratory and other related services performed by third parties unaffiliated with Tenantoffice improvements, wiring and cabling costs, and cubicle costs and the construction supervision fee payable to Landlord in an amount equal to the lesser of (ei) building permits $150,000, and other taxes, fees, charges and levies by governmental authorities for permits or for inspections (ii) 1.5% of the cost (excluding such fee) of the Tenant Improvements; provided that so long as Tenant is not in default under the Lease beyond all applicable notice and cure periods, Landlord shall contribute a maximum of $150 per rentable square foot, for an aggregate maximum of (a) $15,121,200 (the “Tenant Improvement Allowance”), which shall be utilized only building improvements to the Building, the Generator and for any related costs, including but not limited to design, engineering, construction, furniture and equipment appurtenant to the Leased Premises, cabling, project management fees, moving expenses, and signage, plus (b) the additional sum of $350,000 (the “Elevator Allowance”) to be used by Tenant to partially defray the cost of the freight elevator to be installed by Tenant. The Tenant Improvement Allowance shall be available to Tenant until the later of (i) December 1, 2022, as may be delayed by Force Majeure and Landlord Delays, and (fii) costs the date that is thirty (30) months after the Lease Commencement Date (the “TI Allowance Deadline”), after which Tenant shall have no further right to request any unrequested portion of the Tenant Improvement Allowance. The Elevator Allowance shall be available to Tenant until December 31, 2026, as may be delayed by Force Majeure and expenses for labor, material, equipment and fixtures. In no event shall Landlord Delays (the “Elevator Allowance Deadline”; together with the TI Allowance Deadline, each an “Allowance Deadline”), after which Tenant shall have no further right to request any unrequested portion of the Elevator Allowance. Landlord acknowledges that Tenant may complete pre-construction, construction and installation of the freight elevator in phases over the course of the Term of the Lease, and agrees to make payments (which may be used for (min multiple draws) of the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments Elevator Allowance to Tenant or any affiliates of Tenantin accordance with this Paragraph 3. Subject to the applicable Allowance Deadline, (o) the purchase of any furniturebased upon applications for payment prepared, personal property or other non-building system equipment, (p) costs resulting from any default certified and submitted by Tenant of its obligations under this Leaseas described below, (q) costs that are recoverable by Tenant Landlord shall make progress payments from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.Improvement Allowance or Elevator Allowance to Tenant in accordance with the provisions of this Paragraph 3 as follows:

Tenant Improvements. 5.1. Tenant Landlord, at Landlord’s sole cost and expense, shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed perform such work and make such installations in the Premises pursuant to (“Landlord’s Work” or the Work Letter “Work”) as are designated in Exhibit B (“Plans and Accepted Proposal”) attached hereto and incorporated herein by reference. Additional work requested by Tenant in addition to Landlord’s Work described in Exhibit B shall be at Tenant’s sole cost and expense. Except as expressly set forth in Exhibit E B, Landlord has made no promise to alter, remodel, clean, decorate, repair, or improve the Premises. In addition, Tenant acknowledges and agrees that the following are not included in Landlord’s Work: (the "Work Letter"i) at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs painting of (a) constructionwarehouse deck, (bii) project review by Landlord installation of one (which fee shall equal [***] percent ([***]%1) of the cost of the Tenant Improvements, including the TI Allowance)glass pane in wall at entryway, (ciii) commissioning installation of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlordfour (4) glass panes cut into building exterior in work area behind entryway, (div) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, relocation of two (e2) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement)sound booths, or (sv) costs incurred by installation of thirteen (13) new work stations. In the event Tenant requires any such additional work, it shall be at Tenant’s sole cost and expense. All Work (whether Landlord’s Work or on behalf of otherwise) shall be done during normal business hours, provided that Landlord agrees in all instances to use commercially reasonable efforts to avoid unreasonable disruption to Tenant’s business and to cooperate with Tenant to ensure that Landlord’s Work is done in a manner that reasonably minimizes interference with Tenant’s business. In connection therewith, Landlord agrees to cause such Work to be done as early as reasonably possible and will consult with Tenant prior to each phase (as described below) of Landlord’s Work in a reasonable good faith effort so as to avoid interfering with Tenant’s business (the Commencement Dateforegoing shall include, including costs relating but not be limited to, efforts to minimize the construction interference caused by any demolition work associated with Phase I of the Tenant ImprovementsLandlord’s Work described below by, for example, causing such demolition work to be performed as early as possible within normal business hours).

Tenant Improvements. 5.1. Tenant a. Lessee shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed tenant improvements in the Additional Premises pursuant to and perform capital improvements at the Work Letter attached hereto as Exhibit E Project (the "Work Letter"“Tenant Improvements”) at a cost to Landlord Lessor not to exceed Twenty Two Million (a) Four Hundred Twenty-One Thousand Dollars ($421,000) (the “Base TI Allowance”) plus (b) if properly requested by Lessee pursuant to this Section 20(a), Two Hundred Fifty Thousand Dollars ($22,250,000.00250,000) (the "“Additional TI Allowance"”), for a total of Six Hundred Seventy-One Thousand Dollars ($671,000). The Base TI Allowance, together with Additional TI Allowance (if properly requested by Lessee pursuant to this Section 20(a)), shall be referred to herein as the “TI Allowance.” The TI Allowance may be applied to the costs of (ao) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (dp) space planning, architect, engineering and other related services performed by third parties unaffiliated with TenantLessee, (eq) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (fr) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined plans approved in the Work Letter) or otherwise approved advance in writing by LandlordLessor (the “Approved Plans”), which approval shall not be unreasonably withheld by Lessor and shall be given or withheld within ten (10) business days after Lessor’s receipt of the plans from Tenant, (nw) payments to Tenant Lessee or any affiliates of TenantLessee, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default Default by Tenant Lessee of its obligations under this Lease, the Amended Lease or (qz) costs that are recoverable by Tenant Lessee from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "“Tenant Improvements"”) to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "“Work Letter"”) at a cost to Landlord not to exceed Twenty Two Million Two Nine Hundred Fifty Eighty-Eight Thousand Dollars ($22,250,000.00988,000.00) (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1Tenant agrees that it currently occupies, and shall continue to occupy, the Revised Complete Premises in its "as is" condition without any further improvements thereto except as otherwise provided herein. Tenant shall cause appropriate Landlord shall, subject to the terms herein, supervise the construction and installation of the initial improvements consistent in the 2006 Expansion Space (the 2006 Improvements") in accordance with Tenants plans and specifications for the Permitted Use design, construction, and installation of the 2006 Improvements (the "Tenant ImprovementsPlans") ), as such plans have been reviewed and approved by Landlord and Tenant, such approval not to be constructed unreasonably withheld. Landlord shall substantially complete the 2006 Improvements in the Premises pursuant accordance with said Plans and in a good and workmanlike manner, such substantial completion to the Work Letter attached hereto as Exhibit E (the "Work Letter") at be certified by Landlords engineer. Landlord shall contribute up to a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand maximum of Seventeen and No/100 Dollars ($22,250,000.0017.00) per rentable square foot of the 2006 Expansion Space (the 2006 Expansion Allowance toward only the following costs: (i) any cost of installing the 2006 Improvements on an "TI Allowance"). The TI Allowance may be applied as completed" basis which is performed in accordance with the Plans and related to the costs work to be done for the purpose of (a) constructionpreparing the 2006 Expansion Space for Tenants occupancy and use, (bii) project review by Landlord the cost of preparing the Plans, (which iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee shall equal [***] to four percent ([***]4%) of the total cost of constructing the 2006 Improvements to be paid to Landlord; provided, however, in no event shall the 2006 Expansion Allowance be used for any costs associated with Tenant's personal property, equipment, trade fixtures or other items of a non-permanent nature installed in the 2006 Expansion Space, including without limitation, telephone and data cable lines. In the event that either prior to the commencement of the installation of the 2006 Inprovements or at any time during or following the installation of the 2006 Improvements, the cost of the 2006 Improvements exceeds the 2006 Expansion Allowance or Tenant requests any change to the aforementioned Plans which has resulted or might result in an increase in the cost of the installation of such 2006 Improvements so that the cost exceeds the 2006 Expansion Allowance, then Tenant shall be exclusively responsible for the payment of such amount and shall promptly deliver the necessary funds to defray such excess cost to Landlord no later than fifteen (15) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the 2006 Improvements shall be agreed to in advance by Landlord and Tenant, and Tenant shall be obligated to pay Landlord an additional construction management fee relative to such change order(s) equal to four percent (4%) of any increase in the cost of the construction and installation of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits . Any savings or for inspections unused portion of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event 2006 Expansion Allowance after the 2006 Improvements are completed shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments made available to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior additional permanent improvements to the Commencement Date, including costs relating to Revised Complete Premises. Tenant acknowledges that Landlord may be supervising the construction of the 2006 Improvements while Tenant Improvementsoccupies the 2006 Revised Premises and Landlord agrees that it shall use reasonable efforts to minimize any interference with Tenants business operations within the 2006 Revised Premises while constructing such improvements.

Tenant Improvements. 5.14.1. Tenant shall cause appropriate improvements consistent with the Permitted Use work (the "“Tenant Improvements"”) described in the Tenant Work Letter attached hereto as Exhibit B-1 (the “Tenant Work Letter”) to be constructed in the Premises pursuant to the Tenant Work Letter at a cost to Landlord not to exceed Three Hundred Thousand Dollars ($300,000); provided that such amount shall be reduced dollar-for-dollar by (a) any tenant improvement allowance used by Landlord with respect to any tenant improvements constructed by Landlord or Tenant with respect to the premises leased by Tenant from Landlord’s affiliate, XXX-00000 Xxxxxxxx Xxxxxx Xxxx LLC, located at 00000 Xxxxxxxx Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxx (the “Sorrento Valley Premises”) and (b) any portion of such amount used by Landlord with respect to any Tenant Improvements constructed by Landlord in the Premises as provided for in the following sentence, so that in no event shall the tenant improvement allowance for tenant improvements to be constructed by Landlord and Tenant with respect to the Premises and the Sorrento Valley Premises exceed Three Hundred Thousand Dollars ($300,000) in the aggregate (collectively, such aggregate amount as appropriately reduced from time to time as such funds are expended, the “TI Allowance”). Tenant may elect to have Landlord construct some or all of the Tenant Improvements by providing Landlord with prior written notice, in which case Landlord shall cause such Tenant Improvements (as detailed in such written notice) to be constructed in the Premises pursuant to the Landlord Work Letter attached hereto as Exhibit E B-2 (the "“Landlord Work Letter"”) at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (an) construction, (bo) project review management by Landlord (which fee shall equal [***] two and one-half percent ([***]2.5%) of the cost of the Tenant Improvements, including the portion funded by the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (dp) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (eq) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (fr) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default by Tenant of its obligations under this Lease, Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant Landlord shall cause appropriate improvements consistent the Architect to contract directly with a qualified mechanical, electrical, plumbing, HVAC, life safety and fire protection design-assist sub-consultant (the “MEP Design-Assist Consultant”) and other consultants (e.g., lighting designer, acoustical engineer, etc.) (collectively, the “Design-Assist Consultants”), all of which shall be subject to Tenant’s reasonable approval (in the same manner as set forth above in Section 2.2(a)), to develop the basis of design and performance specifications for such systems to be used by the General Contractor and Design-Build Contractors as described below related to the Tenant Improvements. The General Contractor, shall provide design-build services from qualified mechanical, electrical, plumbing, HVAC, life safety and fire protection contractors for the preparation of plans and engineering working drawings related to the Tenant Improvements (together with the Permitted Use General Contractor, collectively, the “Tenant Improvement Design-Build Contractors”), all of which Tenant Improvement Design-Build Contractors shall be subject to Tenant’s reasonable approval (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto same manner as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"set forth above in Section 2.2(a)). The working drawings, specification and contract documents to be prepared by the Architect, MEP Design-Assist Consultant, the other Design-Assist Consultants, and the Tenant Improvement Design-Build Contractors hereunder and approved pursuant to Section 2.8 below shall be known collectively as the “TI Allowance Construction Documents.” Tenant shall be responsible for ensuring that all elements of the design of the TI Construction Drawings are suitable for Tenant’s use of the Premises, and neither the preparation of the TI Construction Documents by the Architect, MEP Design-Assist Consultant, the other Design-Assist Consultants, or the Tenant Improvement Design-Build Contractors nor Landlord’s approval of the “Final Space Plan,” as that term is defined in Section 2.3 below, or the TI Construction Documents shall relieve Tenant from such responsibility. In addition, Tenant, not Landlord, shall be responsible for any violation of Code by the TI Construction Documents resulting from Tenant’s use of the Premises for other than general office purposes for normal and customary office occupancy density. Landlord’s review of the TI Construction Documents as set forth in this Section 2, shall be for its sole benefit and shall not imply Landlord’s review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any TI Construction Documents are reviewed by Landlord, and notwithstanding any advice or assistance which may be applied rendered to Tenant by Landlord, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the TI Construction Documents; provided, however, the Architect, MEP Design- 35654\12546889.9 B-4 06907\011\8511619.v2 06907\011\8493037.v6 Assist Consultant, the other Design-Assist Consultants, and Tenant Improvement Design-Build Contractors shall be responsible for Code compliance issues with respect to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) Final Space Plan and the TI Construction Documents. Prior to the preparation of the cost Final Space Plan, Tenant and the Architect shall meet with Landlord to discuss Landlord’s design parameters and Code compliance. Further, Landlord shall execute a commercially reasonable architecture contract (the “Architect’s TI Contract”) with the Architect which shall include industry standard compliance with law obligations for the design of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by . Landlord shall use commercially reasonable efforts to provide Tenant with a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant exclusive direct right of its enforcement against the Architect with regard to Architect’s compliance with law obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant ImprovementsArchitect’s TI Contract.

Tenant Improvements. 5.1Tenant agrees that it currently occupies, and shall continue to occupy, the Revised Complete Premises in its "as is" condition without any further improvements thereto except as otherwise provided herein. Tenant shall cause appropriate Landlord shall, subject to the terms herein, supervise the construction and installation of the initial improvements consistent with in the Permitted Use 2008 Expansion Space (the "Tenant 2008 Improvements") to be constructed in accordance with Tenant's plans and specifications for the Premises pursuant to design, construction, and installation of the Work Letter attached hereto as Exhibit E 2008 Improvements (the "Work LetterPlans") at a cost to ), as such plans have been reviewed and approved by Landlord and Tenant, such approval not to exceed Twenty Two Million Two Hundred Fifty Thousand be unreasonably withheld. Landlord shall substantially complete the 2008 Improvements in accordance with said Plans and in a good and workmanlike manner, such substantial completion to be certified by Landlord's engineer. Landlord shall contribute up to a maximum of Five and 60/100 Dollars ($22,250,000.005.60) per rentable square foot of the 2008 Expansion Space plus the remaining balance of any tenant improvement allowances from the Existing Lease or prior Amendments(which is $35,532.91) (collectively, the "TI 2008 Expansion Allowance"). The TI Allowance may be applied ) toward only the following costs: (i) any cost of installing the 2008 Improvements on an "as completed" basis which is performed in accordance with the Plans and related to the costs work to be done for the purpose of (a) constructionpreparing the 2008 Expansion Space for Tenant's occupancy and use, (bii) project review by Landlord the cost of preparing the Plans, (which iii) design costs for architectural, mechanical, plumbing and electrical design, (iv) construction documents and permits, and (v) a construction management fee shall equal [***] to four percent ([***]4%) of the total cost of constructing the Tenant Improvements2008 Improvements to be paid to Landlord; provided, including the TI Allowance)however, (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In in no event shall the TI 2008 Expansion Allowance be used for (m) any costs associated with Tenant's personal property, equipment, trade fixtures or other items of a non-permanent nature installed in the 2008 Expansion Space, including without limitation, telephone and data cable lines. In the event that either prior to the commencement of the installation of the 2008 Improvements or at any time during or following the installation of the 2008 Improvements, the cost of work that is not authorized by the Approved 2008 Improvements exceeds the 2008 Expansion Allowance or Tenant requests any change to the aforementioned Plans (as defined which has resulted or might result in an increase in the Work Lettercost of the installation of such 2008 Improvements so that the cost exceeds the 2008 Expansion Allowance, then Tenant shall be exclusively responsible for the payment of such amount and shall promptly deliver the necessary funds to defray such excess cost to Landlord no later than fifteen (15) days after Landlord demands same. Notwithstanding the foregoing, any change order(s) requested by Tenant which will result in an increase in the cost of the construction and installation of the 2008 Improvements shall be agreed to in advance by Landlord and Tenant, and Tenant shall be obligated to pay Landlord an additional construction management fee relative to such change order(s) equal to four percent (4%) of any increase in the cost of the construction and installation of the 2008 Improvements. Any savings or otherwise approved in writing by Landlord, (n) payments unused portion of the 2008 Expansion Allowance after the 2008 Improvements are completed shall be made available to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior additional permanent improvements to the Commencement DateRevised Complete Premises so long as Tenant utilizes such amounts on or before January 1, including costs relating to the construction of the Tenant Improvements2009 and if not used on or before such date any amounts shall be deemed forfeited.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use work (the "“Tenant Improvements"”) described in the work letter attached hereto as Exhibit B (the “Work Letter”) to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Six Hundred Fifty Thousand Dollars ($22,250,000.00600,000) (the "“TI Allowance"”), in accordance with the terms, conditions and provisions of the Work Letter. The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default by Tenant of its obligations under this Lease, the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Tenant Landlord shall cause appropriate the Contractor to commence and thereafter diligently prosecute the construction of the tenant improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises Expansion Building pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"“Tenant Improvements”). The Tenant Improvements shall be performed in a workmanlike manner and in compliance with all Applicable Laws and substantially in compliance with the Approved TI Plans (as defined in the Work Letter), subject to minor deviations that do not alter the type, scope and quality of the Tenant Improvements depicted on the Approved TI Plans. The portion of the TI Costs for which Landlord is responsible (the “TI Allowance”) shall not exceed (subject to the terms hereof) the TI Allowance may be applied to Amount (as defined below). “TI Costs” means all Tenant Delay Costs (as defined below) and costs of the Tenant Improvements (the “TI Costs”), including the costs of (ai) construction, (bii) project review construction management by Landlord (which fee costs shall be stipulated to equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI AllowanceExcess Cost (as defined below)) (the “Construction Management Fee”), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (diii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenantservices, (eiv) costs and expenses for labor, material, equipment and fixtures, and (v) building permits and other taxes, fees, charges and levies by governmental authorities and quasi-governmental agencies for permits or for inspections of the Tenant Improvements. Notwithstanding the foregoing, and (f) costs and expenses for labor, material, equipment and fixtures. In in no event shall the TI Allowance be used for for: (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (ow) the purchase of any furniture, personal property or other non-building system equipment, (px) the cost of work that is not authorized by the Approved TI Plans (subject to any TI Change) or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under this Lease, or (qz) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, warrantors or tortfeasors). The “TI Allowance Amount” shall be Forty-Seven and 15/100 Dollars ($47.15) per rentable square foot of the Expansion Building, (r) costs plus the amount of any Additional Allowance that were provided by Tenant and its representatives elects to Landlord as support for use to pay the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction cost of the Tenant Improvements.

Tenant Improvements. 5.1. a. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed the tenant improvements in the Premises and Additional Premises (the “Tenant Improvements”) pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord (the “TI Allowance”) not to exceed Twenty Two Million Two Sixty-Six Thousand Eight Hundred Fifty Thousand Eighty-Five Dollars ($22,250,000.0066,885) (based upon Five Dollars ($5) per rentable square foot of the "TI Allowance"Premises and Additional Premises). The TI Allowance may be applied to , which amount shall include the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] two percent ([***]2%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, and (ed) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (ow) the purchase of any furniture, personal property or other non-building system equipment, (px) the cost of work that is not authorized by the approved plans or otherwise approved in writing by Landlord, (y) costs resulting from any default by Tenant of its obligations under this Lease, the Lease or (qz) costs that are recoverable or reasonably recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). If the total cost of the Tenant Improvements exceeds the TI Allowance, (r) costs that were provided then the overage shall be paid by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Term Commencement Date. Tenant shall have until eight (8) months after the Execution Date to expend the unused portion of the TI Allowance, including after which date Landlord’s obligation to fund such costs relating to shall expire. To the construction extent that the total projected cost of the Tenant ImprovementsImprovements (as projected by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay for Tenant Improvements to the extent of such Excess TI Costs before Landlord shall have any obligation to advance any sums on account of the TI Allowance. Tenant shall deliver to Landlord (i) a certificate of occupancy for the Additional Premises suitable for the Permitted Uses and (ii) a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor. Possession of areas of the Premises necessary for utilities, services, safety and operation of the Building is reserved to Landlord.

Tenant Improvements. 5.1The Parties acknowledge that Landlord has selected Xxxxxxx Xxxxxxx XX, PLLC or such other architect as reasonably selected by Landlord to be the “Project Architect” for the Tenant Improvements. Landlord shall, at its sole cost and expense up to the Cost Ceiling (a) cause the Tenant shall cause appropriate improvements consistent Improvements to be in a state of Substantial Completion, and (b) furnish all labor and materials to design, construct, furnish, install and complete all of the items, equipment and work necessary to bring the Tenant Improvements to a state of Substantial Completion, each for the District’s use and occupancy of the Premises, in a turnkey manner, generally in accordance with the Permitted Use Project Schedule (subject to delay caused by Force Majeure Events and District Delay) pursuant and subject to the "terms of this Work Exhibit, the remainder of this Lease, and in accordance with Laws. Landlord acknowledges that Landlord has previously received the District’s specifications and requirements for the build out of the Tenant Improvements consisting of the following documents: (a) “Basis of Design, Furniture & Finishes”; (b) “Workplace Design Guidelines”; (c) “Signage Specifications and Standards”; (d) “Information Technology (“IT”) Infrastructure Specifications and Standards”; and (e) “Department of General Services, Protective Services Division’s (“DGS-PSD”) Security Infrastructure Specifications and Standards” ((a) through (e) each and collectively are, the “District Requirements”). “Tenant Improvements"” (and each, a “Tenant Improvement”) to be constructed in shall mean the turnkey build-out of the Premises pursuant and the MDF Room, and the District’s relocation thereto (if applicable), including, but not limited to the Work Letter attached hereto as Exhibit E PM Services costs (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars 3% of Hard Costs), lactation room, the District’s relocation costs ($22,250,000.00if any), the purchase and installation of the construction elements, furniture, fixtures, equipment (including security, server room, network and power equipment), fit-out, signs, HVAC related distribution ductwork, cabling and wiring for both power and low voltage requirements, security infrastructure, information technology (“IT”) server room equipment, telephones and any other IT infrastructure requirements, but specifically not IT equipment such as computers, televisions and printers (collectively, the "TI Allowance"“Excluded IT Equipment”). The TI Allowance may Landlord agrees and acknowledges that (i) a vendor approved by DGS-PSD shall be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of required Subcontractor for the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated District’s security requirements associated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (fii) OCTO/DC-Net or its approved vendor may, at Landlord’s election, be the Subcontractor for the IT requirements associated with the Tenant Improvements; provided that, in all events, OCTO/DC-Net and DGS-PSD will provide the IT infrastructure and security standards and specifications, respectively, for the Tenant Improvements. Landlord and the District acknowledge and agree that, notwithstanding the foregoing definition of Tenant Improvements, the District shall not be limited in the application of the Tenant Improvement Allowance to such items, but shall have the right to apply the Tenant Improvement Allowance to other costs relating to the PAGE 69 OF 135 (as modified) DC DGS FORM L-105 (3/2018) 0000 Xxxxxxxxx Xxxxxx XX XX 000000000x0 EXECUTION VERSION build-out of the Premises pursuant to this Work Exhibit and expenses for laborthe remainder of this Lease. Landlord shall Substantially Complete the Tenant Improvements in accordance with the District Requirements, materialeach approved Design Phase, equipment and fixturesthe Final Plans and Specifications. In no event addition, all of the Tenant Improvements shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred performed by or on behalf of Tenant prior Landlord: (i) promptly and in a good workmanlike manner; (ii) by duly qualified, licensed and bonded persons; (iii) in accordance with Laws and the provisions of this Lease; and (iv) once commenced, diligently pursued to the Commencement Date, including costs relating to the construction of the Tenant ImprovementsSubstantial Completion.

Tenant Improvements. 5.1. Unless specified otherwise herein, Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of bear and pay the cost of the Tenant ImprovementsImprovements (which cost shall include, including without limitation, the TI Allowance)costs of construction as provided for in the Tenant Improvement Contractor’s contract, (c) commissioning the cost of mechanicalpermits, electrical and plumbing systems by a licensedall architectural, qualified commissioning agent hired by Tenantdesign, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, and engineering services obtained by Tenant in connection with Tenant Improvements, laboratory and office improvements, wiring and cabling costs, cubicle costs and all costs and expenses incurred in readying the Generator and the Chiller System in proper working order) whether or not incurred by Tenant prior to or following the Lease Commencement Date; provided that so long as Tenant is not in default under the Lease, Landlord shall contribute a maximum of $5.00 per rentable square foot, for an aggregate maximum of $92,560.00 (the “Tenant Improvement Allowance”), which shall be utilized only for building improvements to the Building; architectural, design fees; consultant fees for audio/visual, telephone, security and computer systems; mechanical/electrical engineers; actual out of pocket moving costs; and construction management, and not for furniture costs, any third party consulting or contracting fees (except for Tenant’s architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, ’s fees, charges Project management fees, out of pocket moving costs or as permitted above), any telecom/cabling costs, or any other purpose, whether or not the costs were incurred prior to or following the Lease Commencement Date and levies by governmental authorities for permits or for inspections all requisitions must be submitted no later than May 31, 2018. After such date, Landlord shall have no further obligation to provide any portion of the Tenant ImprovementsImprovement Allowance attributable to requisitions first submitted after such date. The soft costs (including but not limited to design fees, consultant fees for audio/visual, telephone, security and related computer systems, mechanical/electrical engineers, and (fconstruction management) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by reimbursable from the Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior Improvement Allowance shall not exceed $4,628.00. Subject to the Commencement Date, including costs relating to the construction of the Tenant Improvements.foregoing deadline:

Tenant Improvements. 5.1. Landlord shall make available to Tenant, if properly requested by Tenant shall cause appropriate pursuant to Section 5.3 hereof, an allowance up to Two Hundred Sixty-Five Thousand Dollars ($265,000) (the “First Amendment Allowance”) for improvements to the Premises consistent with the Permitted Use (the "Tenant “First Amendment Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two Hundred Fifty Thousand Dollars ($22,250,000.00) (the "TI Allowance"”). Tenant shall be responsible for performing and completing any First Amendment Improvements. The TI First Amendment Allowance may be applied to the costs of (a) construction, (b) project Landlord’s reasonable third party review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant First Amendment Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by TenantTenant (provided that, if the First Amendment Improvements include any work to HVAC, mechanical, electrical or plumbing related equipment or building controls, then Tenant shall commission such equipment and perform any necessary integration of such equipment into the building management system), and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities for permits or for inspections of the Tenant First Amendment Improvements, and (f) costs and expenses for labor, materialmaterials, equipment and fixtures. In no event shall the TI Allowance be used for , and (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (og) the purchase of any furniture, personal property or other non-building system equipmentequipment to be used in connection with Tenant’s use of the Premises for the Permitted Use. In no event shall the First Amendment Allowance be used for (w) the cost of work that is not approved in writing by Landlord, (px) payments to Tenant or any affiliates of Tenant, (y) costs resulting from any default by Tenant of its obligations under this Lease, the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior to the Commencement Date, including costs relating to the construction of the Tenant Improvements.

Tenant Improvements. 5.1. Landlords agrees to provide Tenant shall cause appropriate with an allowance for construction by Tenant of certain tenant improvements consistent with the Permitted Use (the "Tenant Improvements") to be constructed incorporated into the Premises, in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Twenty Two Million Two amount of Seven Hundred Fifty Nine Thousand One Hundred Thirty-Four and No/100 US Dollars ($22,250,000.00709,134.00) (the "TI Allowance"“Construction Credit”) (which Construction Credit is calculated based upon $6.00 per rentable square foot of Suite 300, and $24.00 per rentable square foot for the Third Expansion Premises and the Fourth Expansion Premises). The TI Allowance , which Construction Credit may be applied used by Tenant in the manner set forth in Exhibit B-3, attached to this Modification and incorporated by reference. Landlord shall be paid a construction management supervisory fee out of the costs of (a) construction, (b) project review by Landlord (which fee shall Construction Credit equal [***] to one percent ([***]1%) of the cost hard construction costs of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired tenant improvements to be constructed by Tenant, specifically excluding architectural fees, project management fees, permitting, cabling, furniture, fixtures and review equipment, which construction management supervisory fee shall not exceed in amount Seven Thousand and No/100 US Dollars ($7,000.00). Landlord’s construction management fee shall be invoiced by and paid to Landlord based upon the invoices submitted by Tenant for reimbursement from Landlord and shall be paid out of such party's commissioning report the Construction Credit. In the event that Tenant does not use the entire Construction Credit for completion of the improvements to the Premises, the Second Expansion Premises, Third Expansion Premises or the Fourth Expansion Premises, Tenant may apply the unused remainder of the Construction Credit (but in no event exceeding twenty-five percent (25%) of the total Construction Credit) for the payment of Base Rent and other charges next coming due under the Lease, on an amortized basis over the remaining Term of the Lease. Any portion of the Construction Credit not used or committed by a licensed, qualified commissioning agent hired by Tenant to be applied to Base Rent or other charges coming due under the Lease (in the manner set forth in the foregoing sentence) within eighteen (18) months following the Third Expansion premises Commencement Date shall revert back to Landlord. Landlord, at its option (dwhich option must be exercised, if at all, at the time that Landlord grants its written approval to Tenant’s proposed final construction Plans in the manner described in Exhibit B-3) space planningmay require Tenant to remove any physical additions and/or repair any alterations made pursuant to this paragraph or Exhibit B-3, architectincluding but not limited to low voltage communications and data cabling, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections in order to restore the subject portion of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall leased premises to the TI Allowance be used for (m) condition existing at the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease, (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant time prior to the Commencement Datecommencement of such work, including all costs relating of removal and/or alterations to be done by Tenant. In addition, Tenant shall have the right, at Tenant’s sole cost and expense to remove and relocate from Suite 100 in the Building the following equipment and personal property of Landlord: the UPS unit; two (2) 10-ton Liebert computer room cooling units; and, the raised computer room flooring (“Landlord’s Equipment”). Such removal and relocation of Landlords’s Equipment shall be subject to Landlord’s prior written approval as to the construction methods and specifications for removal and relocation, which approval shall not be reasonably withheld. In the event that Tenant’s elects to relocate Landlord’s Equipment as provided in this paragraph, Tenant shall be responsible, at Tenant’s sole cost and expense, for all costs of restoration and repair of those portions of the Building affected by such removal and relocation. In addition, in the event that Tenant Improvementselects to relocate Landlord’s Equipment, Tenant agrees to take and use such equipment in its current “as-is” condition and repair, and Tenant shall be solely responsible for all costs of maintaining, repairing and replacing Landlord’s Equipment during the Term of the Lease.

Tenant Improvements. 5.1(a) Tenant shall be permitted to perform appropriate improvements to the Premises (the “Tenant Improvements”), consistent with the Permitted Uses and in accordance with the terms of this Section 6 and Exhibit 1 attached hereto. Tenant shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") Improvements to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E 1 (the "“Work Letter"”) at a cost to Landlord not to exceed Four Hundred Twenty Two Million Thousand Two Hundred Fifty Thousand Eighty-Five and 00/100 Dollars ($22,250,000.00420,285.00) (based upon Fifteen and 00/100 Dollars ($15.00) per square foot of rentable area (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (ai) construction, (bii) project review by Landlord (which fee shall equal [***] three percent ([***]3%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (diii) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (eiv) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (fv) costs and expenses for labor, material, equipment and fixtures, and (vi) subject to the Soft Cost Limit described below, soft costs for data/telecom cabling, signage, furniture, fixtures and equipment (collectively, “Soft Costs”). In no event shall the TI Allowance be used for (mA) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nB) payments to Tenant or any affiliates of Tenant, (oC) the purchase of any furniture, personal property or other non-building system equipmentequipment (except as otherwise provided above), (pD) costs resulting from any default by Tenant of its obligations under this Lease, the Amended Lease or (qE) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors), (r) costs that were provided by Tenant and its representatives to Landlord as support for the acquisition and development costs included as the basis for the Purchase Price (as defined in the Purchase Agreement), or (s) costs incurred by or on behalf of Tenant prior . Notwithstanding anything set forth herein to the Commencement Datecontrary, including costs relating no more than ten percent (10%) of the TI Allowance (the “Soft Cost Limit”) shall be applied to the construction of the Tenant ImprovementsSoft Costs identified above.