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 Six Million Dollars ($6,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20, 2031 to request disbursement for the final installment of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] Dollars ($[***]) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.

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 Six Fifteen Million Dollars ($6,000,000.0015,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20June 30, 2031 2037 to request disbursement for the final installment of the TI Allowance, and may request no more than five fifteen (515) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] Fourteen Million Five Hundred Thousand Dollars ($[***]14,500,000.00) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.;

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 Six Million Dollars ($6,000,000.00) (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 ($24,040) of the Allowance be applied to the costs described in this subsection (g)). In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipmentequipment in excess of the limitation set forth in subsection (g) above, (py) costs resulting from any default by Tenant of its obligations under this the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20, 2031 to request disbursement for the final installment of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] Dollars ($[***]) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.

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 Six Twenty Two Million Two Hundred Fifty Thousand Dollars ($6,000,000.0022,250,000.00) (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 or 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. 5.2. Tenant shall have until December 20April 2, 2031 2038 to request disbursement for the final installment of the TI Allowance, and may request no more than five fifteen (515) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] Twenty-One Million Seven Hundred Fifty Thousand Dollars ($[***]21,750,000.00) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.

Tenant Improvements. 5.1. Tenant Landlord shall cause appropriate improvements consistent with the Permitted Use (the "Tenant Improvements") Improvements to be constructed in the Expansion Premises and the Existing Premises in the 11055 Building (collectively, the “Total 11055 Premises”) pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to Landlord not to exceed Six (a) One Million Eight Hundred Sixty Thousand Dollars ($6,000,000.001,860,000) (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (am) construction, (bn) project review management by Landlord (which fee shall equal [***] three percent ([***]3%) of the cost of the Tenant Improvements, including the TI Allowance), (co) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by TenantLandlord, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by LandlordTenant, (dp) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (eq) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities (as defined below) for permits or for inspections of the Tenant Improvements, and (fr) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default by Tenant of its obligations under this Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20the date of Substantial Completion of the initial Tenant Improvements (the “TI Deadline”), 2031 to request disbursement for expend the final installment unused portion of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, after which date Landlord’s obligation to disburse fund such costs shall expire. In no event shall any of the unused TI Allowance in excess of [***] Dollars ($[***]) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery entitle Tenant to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant credit against Rent payable under this Lease. In Landlord’s reasonable discretion during the thirty (30) day period immediately prior to the Expansion Commencement Date, Landlord may permit Tenant to enter upon the Expansion Premises for the purpose of installing equipment, trade fixtures or the placement of personal property so long as such entry does not interfere with the completion of the Tenant Improvements; provided that Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the Lease are in effect with respect to the Expansion Premises, and such entry shall be subject to all the terms and conditions of the Lease; and provided, further, that if the Expansion Commencement Date is delayed due to such early access, then the Expansion Commencement Date shall be the date that the Expansion Commencement Date would have occurred but for such delay.

Tenant Improvements. 5.12.3.1 Landlord has prepared construction drawings based upon the test fit plan prepared by Arium Architects dated May 3, 2002 for Suite 300 and May 8, 2002 for Suite 250 (the "Space Plan") and the specifications and assumptions attached as Exhibit C. 2.3.2 Landlord shall place the Plans and Specifications out to bid to competitive third-party general contractors and, upon awarding a contract to the general contractor selected by Landlord, shall promptly commence construction work at the Premises. All construction work shall be done in a good and workmanlike manner and in substantial compliance with applicable laws, ordinances, regulations and orders of governmental authorities and shall be under the supervision of Landlord's construction manager. The general contractor and all subcontractors shall be bound by a collective bargaining agreement with a labor organization affiliated with the Building and Construction Trade Department of the AFL-CIO and employ only workers of such labor organization to perform work within their respective jurisdiction. Tenant shall cause appropriate improvements consistent with not be charged a construction management fee by Landlord. 2.3.3 If Landlord shall be delayed in substantially completing the Permitted Use (Tenant Improvements or in delivering the Premises to Tenant as a result of any act, neglect, failure or omission of Tenant, its employees or agents, including any of the following, such delay shall be deemed a "Tenant ImprovementsDelay": (1) Tenant's failure to be constructed provide, or delay in the Premises pursuant to the Work Letter attached hereto as Exhibit E (the "Work Letter") at a cost to providing, Landlord not to exceed Six Million Dollars ($6,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review with any information requested by Landlord (which fee shall equal [***] percent ([***]%) for the purpose of completing the cost Plans and Specifications or the ordering of materials or the letting of bids for the Tenant Improvements; (2) any change orders by Tenant (to the extent such change is approved by Landlord) in the Plans and Specifications or in any other plan, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired specification or finish information furnished by Tenant, and review of such party's commissioning report by a licensedafter Landlord has approved the same, 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 or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20, 2031 to request disbursement for the final installment of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] Dollars ($[***]) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.to

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 Six Million (a) Four Hundred Twenty-One Thousand Dollars ($6,000,000.00421,000) (the "“Base TI Allowance"”) plus (b) if properly requested by Lessee pursuant to this Section 20(a), Two Hundred Fifty Thousand Dollars ($250,000) (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 the Amended Lease or (qz) costs that are recoverable by Tenant Lessee from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2b. Base Rent shall be increased to include the amount of the Additional TI Allowance disbursed by Lessor in accordance with this Amendment amortized over the Extension Term at a rate of nine percent (9%). Tenant Lessee shall have until December 2031, 2031 2009 (the “TI Deadline”), to request disbursement for expend the final installment unused portion of the TI Allowance, after which date Lessor’s obligation to fund such costs shall expire. The amount by which Base Rent shall be increased shall be determined (and may request no more than five (5Base Rent shall be increased accordingly) disbursements as of the Additional Premises Rent Commencement Date and, if such determination does not reflect use by Lessee of all of the Additional TI Allowance, shall be determined again as of the TI AllowanceDeadline, with each disbursement Lessee paying (other than on the final disbursementnext succeeding day that Base Rent is due under the Amended Lease (the “TI True-Up Date”)) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any underpayment of the further adjusted Base Rent for the period beginning on the Additional Premises Rent Commencement Date and ending on the TI True-Up Date. c. ▇▇▇▇▇▇ shall not be obligated to expend any portion of the Additional TI Allowance until Lessor shall be conditional upon Tenant's satisfaction have received from Lessee a letter in the form attached as Exhibit B hereto executed by an authorized officer of Lessee. d. Promptly after completion of the conditions precedent Tenant Improvements, Lessee shall deliver to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] Dollars Lessor ($[***]i) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Additional Premises suitable for the Permitted Use, as applicable; Agreed Use and (bii) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable contractor. e. Lessee shall execute and deliver to Landlord; (c) Tenant's satisfaction Lessor written acknowledgment of the conditions precedent to funding actual Additional Premises Rent Commencement Date within ten (10) days after Lessee takes occupancy of the Additional Premises for the Agreed Use, in the form attached as Exhibit C hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Additional Premises Rent Commencement Date or Lessor’s or Lessee’s liability hereunder. Failure by Lessee to obtain validation by any medical review board or other similar governmental licensing of the Additional Premises required for the Agreed Use by Lessee shall not serve to extend the Additional Premises Rent Commencement Date. f. Prior to entering upon the Additional Premises, Lessee shall furnish to Lessor evidence satisfactory to Lessor that insurance coverages required of Lessee under the provisions of Section 8 of the Original Lease are in effect, and such entry shall be subject to all the terms and conditions of the Amended Lease other than the payment of Base Rent or Lessee’s Share of Common Area Operating Expenses. g. Lessee, at its sole cost and expense (except for the Base TI Allowance set forth and, if properly requested by Tenant, the Additional TI Allowance), shall complete the Tenant Improvements in Section 6.3 all respects in accordance with the provisions of the Work Letter; and (d) there Amended Lease. The Tenant Improvements shall be no uncured event deemed completed at such time as Lessee, at its sole cost and expense (except for the Base TI Allowance and, if properly requested by Tenant, the Additional TI Allowance) shall furnish to Lessor (i) evidence satisfactory to Lessor that (A) the Tenant Improvements have been completed and paid for in full (which shall be evidenced by the architect’s certificate of default completion and the general contractor’s and each Major Subcontractor’s and Major Supplier’s final waivers and releases of liens), (B) the Tenant Improvements have been accepted by Lessor, (C) any and all liens related to the Tenant under this Lease.Improvements have either been discharged of record (by payment, bond, order

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 Six Million Hundred Thousand Dollars ($6,000,000.00600,000) (the "“TI Allowance"”), in accordance with the terms, conditions and provisions of the Work Letter. The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mv) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting from any default by Tenant of its obligations under this the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. 9.1 Tenant shall have until December 20June 30, 2031 2015 (the “TI Deadline”), to request disbursement for expend the final installment unused portion of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, after which date Landlord’s obligation to disburse fund such costs shall expire. In no event shall any of the unused TI Allowance in excess of [***] Dollars ($[***]) entitle Tenant to a credit against Rent payable under the Lease. 9.2 Tenant shall be conditioned upon the satisfaction of the following: deliver to Landlord (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; Use and (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable contractor. 9.3 Prior to Landlord; (c) Tenant's satisfaction entering upon the Additional Premises, Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the provisions of the Lease are in effect, and such entry shall be subject to all the terms and conditions precedent to funding of the TI Allowance set forth in Section 6.3 Lease. 9.4 Landlord and Tenant shall mutually agree upon the selection of the Work Letter; architect, engineer, general contractor and (d) there major subcontractors, and Landlord and Tenant shall be no uncured event each participate in the review of default by the competitive bid process. Landlord may refuse to use any architects, consultants, contractors, subcontractors or material suppliers that Landlord reasonably believes could cause labor disharmony. 9.5 Tenant under this Leaseshall pay all utility charges with respect to the Additional Premises, together with any fees, surcharges and taxes thereon, in accordance with the terms, conditions and provisions of the Lease commencing on the Execution Date.

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 Six Million Thousand Five Hundred and 00/100 Dollars ($6,000,000.004,426,500.00) (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 Tenant▇▇▇▇▇▇, 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 or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. In addition, Landlord shall provide an allowance to Tenant shall have until December 20, 2031 to request disbursement be used solely for architectural and engineering costs related to the preparation of an initial test fit plan for the final installment of the TI Allowance, Tenant Improvements in an amount not to exceed Three Thousand Nine Hundred and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] 00/100 Dollars ($[***]3,900.00) (based upon Ten Cents ($0.10) per square foot of rentable area) (the “Test Fit Plan Allowance”). Notwithstanding the foregoing, Landlord hereby acknowledges and agrees that any costs incurred by Landlord with respect to project review by Landlord (including without limitation, ▇▇▇▇▇▇▇▇’s actual out of pocket costs incurred by Landlord in reviewing and managing the Tenant Improvements) shall be at Landlord's obligation to disburse any ’s sole cost and expense and no portion of the TI Allowance shall be conditional upon Tenant's satisfaction used therefor. For purposes of clarity, nothing in this Section 3.2 shall limit the costs and expenses incurred by Landlord for which Landlord is entitled to reimbursement by Tenant for Alterations that are not the Tenant Improvements in accordance with Article 11 of this Lease. Tenant shall have until the date that is twelve (12) months after the Rent Commencement Date (the “TI Deadline”), to submit Fund Requests (as defined in the Work Letter) to Landlord for disbursement of the conditions precedent to funding unused portion of the TI Allowance set forth in Section 6.3 of the Work Letter. In additionand Test Fit Plan Allowance, after which date Landlord’s obligation to disburse fund any such costs for which Tenant has not submitted a Fund Request to Landlord shall expire. In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. Upon completion of the TI Allowance in excess of [***] Dollars ($[***]) shall be conditioned upon the satisfaction Tenant Improvements, and prior to any occupancy of the following: Premises by ▇▇▇▇▇▇, Tenant shall deliver to Landlord (a) Tenant's delivery to Landlord of a certificate of occupancy (or its substantial equivalent) for the Premises suitable for the Permitted Use, as applicable; Use and (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Leasecontractor.

Tenant Improvements. 5.1. Tenant Landlord shall cause appropriate improvements consistent with the Permitted Use work (the "“Tenant Improvements"”) described in the Work Letter attached hereto as Exhibit A (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 Six Million Hundred Seven Thousand Four Hundred Twenty Dollars ($6,000,000.00607,420) (the "“TI Allowance"”). . 7.1 The TI Allowance may be applied to the costs of (a) construction, (b) project review management by Landlord (which fee shall equal [***] one point five percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by TenantLandlord, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by LandlordTenant, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting arising from any default by Tenant of its obligations under this the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. 7.2 Tenant shall have until December 20the date that is eighteen (18) months after the First Amendment Execution Date (such date, 2031 the “TI Deadline”), to request disbursement for expend the final installment unused portion of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, after which date Landlord’s obligation to disburse fund any such costs shall expire. In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under the Lease. 7.3 Tenant acknowledges that Landlord shall be constructing the Tenant Improvements in the Premises during Tenant’s occupancy of the TI Allowance in excess of [***] Dollars ($[***]) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use. Tenant shall permit Landlord to enter the Premises at all times (including during business hours) to construct the Tenant Improvements, and Tenant shall otherwise reasonably cooperate with Landlord throughout the construction process to enable Landlord to complete the Tenant Improvements in a timely and efficient manner. In constructing the Tenant Improvements, Landlord shall reasonably cooperate with Tenant so as applicableto cause as little interference to Tenant as is reasonably possible; provided, however, that in no event shall Landlord’s construction of the Tenant Improvements in the Premises (a) cause Rent to ▇▇▇▇▇ under the Lease, (b) Tenant's delivery give rise to Landlord of a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed any claim by the project architect and the general contractor Tenant for damages or such other form or certification as may be reasonably acceptable to Landlord; (c) constitute a forcible or unlawful entry, a detainer or an eviction of Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent lease the Premises, and Landlord shall deliver the Premises to Tenant, in their “as is” condition as of the date of this Lease, except that Landlord shall perform the following work (collectively, the “Tenant Improvements”) and shall deliver possession of the Premises to Tenant with the Permitted Use Tenant Improvements “Substantially Completed” (the "Tenant Improvements") to be constructed as defined in the Premises pursuant to the Work Letter attached hereto as Exhibit E Section 2.3 below): (the "Work Letter") at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (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 (mi) the cost of work that is not authorized by the Approved set forth in Tenant’s Final Plans (as defined in Section 4.2.2 below); (ii) all other work to the Work Letter) or otherwise approved Premises required to comply with all applicable Laws relating to the Premises (including, without limitation, so-called “core walls”), including, without limitation, all fire and life safety code compliance work and all work required to be performed in writing by Landlordorder to bring the Premises into compliance with the disabled access requirements of the San Francisco Building Code and any other laws, codes, rules and regulations relating to handicap access (n) payments to Tenant or any affiliates of Tenant“ADA Requirements”), (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 or (q) costs except that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant Landlord shall have until December 20, 2031 to request disbursement be responsible for the final installment cost of complying with ADA Requirements relating to the TI Allowance, and may request no more than five (5) disbursements of restrooms in the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance Premises as set forth in Section 6.3 clause (iv) below; (iii) all fire and life safety code compliance work and other code compliance work (including ADA Requirements and Title 24) in the Common Areas (for purposes hereof, “Common Area” expressly excludes all space and facilities located on the 2nd, 3rd and 5th Floors of the Work Letter. In additionBuilding) and the path of travel to the Premises, Landlord’s obligation to disburse any the extent such work is located outside of (and not including) the demising walls of the TI Allowance in excess Premises, that is required to comply with applicable Laws as a result of [***] Dollars ($[***]) shall be conditioned upon performing the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance work set forth in Section 6.3 Tenant’s Final Plans; (iv) all improvements to the restrooms in the Premises required to comply with ADA Requirements (but excluding all work in the restrooms that is not required by ADA Requirements, which work [if any] shall be addressed in Tenant’s Final Plans and be covered by clause [i] above); and (v) any other work not within the scope of clauses (i) through (iv) above that is required as a result of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Leasework described in Tenant’s Final Plans, either because it is required to comply with applicable Laws or due to physical site conditions or engineering requirements.

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 Six Two Million Two Hundred Thousand Dollars ($6,000,000.002,200,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (dc) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (ed) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (fe) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20August 2, 2031 to request disbursement for the final installment of the TI Allowance, and may request no more than five eight (5) 8) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Three Hundred Seventy Five Thousand Dollars ($[***]375,000.00). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s 's obligation to disburse any of the TI Allowance in excess of [***] One Million Nine Hundred Thousand Dollars ($[***]1,900,000.00) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this 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 Six Million Four Hundred Twenty Thousand Two Hundred Eighty-Five and 00/100 Dollars ($6,000,000.00420,285.00) (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 the Amended Lease or (qE) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Notwithstanding anything set forth herein to the contrary, no more than ten percent (10%) of the TI Allowance (the “Soft Cost Limit”) shall be applied to the Soft Costs identified above. 5.2. (b) Tenant shall have until December 201, 2031 2014 (the “TI Deadline”), to request disbursement for expend the final installment unused portion of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, after which date Landlord’s obligation to disburse fund such costs shall expire. (c) In no event shall any of the unused TI Allowance in excess of [***] Dollars ($[***]) entitle Tenant to a credit against Rent payable under the Amended Lease. Tenant shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery deliver to Landlord of (i) a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; Uses and (bii) Tenant's delivery to Landlord of 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 contractor. The term “Substantially Complete” or such other form or certification “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth defined in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease), except for minor punch list items.

Tenant Improvements. 5.1. All 11055 C/D Tenant Improvements shall cause appropriate improvements consistent be performed by ▇▇▇▇▇▇▇▇’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with respect to any portion of the Permitted Use (the "11055 C/D Base TI Allowance and, if properly requested by Tenant Improvements") to be constructed in the Premises pursuant to the Work Letter attached hereto as Exhibit E (terms of the "Work Letter") at a cost to Landlord not to exceed Six Million Dollars ($6,000,000.00) (Lease, the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) project review 11055 C/D ATIA used by Landlord (which fee shall equal [***] percent ([***]%) of in completing the cost of the 11055 C/D Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated in substantial accordance with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in below), the Work Letter) or otherwise approved in writing by LandlordApproved Budget, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under Lease and this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20, 2031 to request disbursement for the final installment of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] Dollars ($[***]) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there provided that ▇▇▇▇▇▇▇▇’s contractor shall be selected through a competitive bidding process; provided, further that ultimate selection of the contractor shall be at Landlord’s sole discretion, and Landlord shall have no uncured event obligation to select the lowest bid. To the extent that the total projected cost of default the 11055 C/D Tenant Improvements (as projected by Landlord and as updated pursuant to the Approved Budget, defined below) exceeds the 11055/CD TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the 11055 C/D Tenant Improvements on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by Tenant under this to the 11055 C/D Base TI Allowance (and, if properly requested by Tenant pursuant to the Lease, the 11055 C/D ATIA). All material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike manner.

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 Six Three Million Dollars ($6,000,000.003,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) third-party costs incurred in project review by Landlord Landlord, which costs shall not exceed Ten Thousand Dollars (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance$10,000), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20[_____], 2031 2030 to request disbursement for the final installment of the TI Allowance, and may request no more than five six (56) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Five Hundred Thousand Dollars ($[***]500,000.00). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s 's obligation to disburse any of the TI Allowance in excess of [***] Two Million Five Hundred Thousand Dollars ($[***]2,500,000.00) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.

Tenant Improvements. 5.1. 4.1 Tenant shall cause appropriate improvements consistent with the Permitted Use work (the "“Tenant Improvements"”) described in the Work Letter attached hereto as Exhibit A (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 Six Million One Hundred Forty-Four Thousand Seven Hundred Thirty-Eight Dollars ($6,000,000.00144,738) (based upon Eighteen Dollars ($18) per Rentable Square Foot of Premises (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (an) construction, (bo) 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, (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 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 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 the Amended Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. 4.2 Tenant shall have until December 20, 2031 the date (the “TI Deadline”) that is the earlier of (a) eight (8) months after the Execution Date and (b) one hundred thirty-five (135) days after Substantial Completion (as defined below) of the Tenant Improvements to request disbursement for expend the final installment unused portion of the TI Allowance, and may request no more than five (5) disbursements of after which date Landlord’s obligation to fund such costs shall expire. In the event Tenant does not use the entire TI Allowance by the TI AllowanceDeadline, with each disbursement Tenant shall be entitled to a rent credit equal to the lesser of (other than a) the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any unused portion of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] and (b) Eight Dollars ($[***]) 8) per Rentable Square Foot of Premises. Tenant shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery deliver to Landlord of (y) a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; Use and (b) Tenant's delivery to Landlord of 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 contractor. The term “Substantially Complete” or such other form or certification “Substantial Completion” means that the Tenant Improvements are substantially complete in accordance with the Approved Plans (as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth defined in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease), except for minor punch list items.

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 Six Three Million Dollars ($6,000,000.003,000,000.00) (the "TI Allowance"). The TI Allowance may be applied to the costs of (a) construction, (b) third-party costs incurred in project review by Landlord Landlord, which costs shall not exceed Ten Thousand Dollars (which fee shall equal [***] percent ([***]%) of the cost of the Tenant Improvements, including the TI Allowance$10,000), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 2015, 2031 2030 to request disbursement for the final installment of the TI Allowance, and may request no more than five six (56) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Five Hundred Thousand Dollars ($[***]500,000.00). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s 's obligation to disburse any of the TI Allowance in excess of [***] Two Million Five Hundred Thousand Dollars ($[***]2,500,000.00) shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.

Tenant Improvements. 5.1. Tenant shall cause appropriate improvements consistent with the Permitted Use work (the "“Tenant Improvements"”) to be constructed described in the Premises pursuant to the Work Letter attached hereto as Exhibit E A (the "“Work Letter"”) to be constructed in that certain portion of the Premises consisting of approximately forty-two thousand five hundred twenty-nine (42,529) square feet of Rentable Area (as more particularly described on Exhibit B-1 attached hereto, the “Phase I Premises”) at a cost to Landlord not to exceed Six Million Nine Hundred Seventy-Five Thousand Dollars ($6,000,000.00975,000) (the "“TI Allowance"”). . 7.1 The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] three percent ([***]3%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities Governmental Authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mu) the cost of any work to space located outside of the Phase I Premises, (v) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (nw) payments to Tenant or any affiliates of Tenant, (ox) the purchase of any furniture, personal property or other non-building system equipment, (py) costs resulting arising from any default by Tenant of its obligations under this the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. 7.2 Tenant shall have until December 20the date that is twelve (12) months after the Seventh Amendment Execution Date (such date, 2031 the “TI Deadline”), to request submit Fund Requests (as defined in the Work Letter) to Landlord for disbursement for of the final installment unused portion of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, after which date Landlord’s obligation to disburse fund any such costs for which Tenant has not submitted a Fund Request to Landlord shall expire. In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under the Lease. 7.3 Following substantial completion of the TI Allowance in excess of [***] Dollars ($[***]) Tenant Improvements, Tenant shall be conditioned upon the satisfaction of the following: (a) Tenant's delivery deliver to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Leasecontractor.

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 Six Million Dollars ($6,000,000.00) (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 the Lease or (qz) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20January 1, 2031 2018 (the “Allowance Deadline”), to request disbursement expend the unused portion of the First Amendment Allowance, after which date Landlord’s obligation to fund such costs shall expire. Base Rent shall be increased to include the amount of the First Amendment Allowance disbursed by Landlord in accordance with this Lease amortized over the initial Term at a rate of eight percent (8%) annually. The amount by which Base Rent shall be increased shall be determined (and Base Rent shall be increased accordingly) as of the First Extension Term Commencement Date and, if such determination does not reflect use by Tenant of all of the First Amendment Allowance, shall be determined again as of the Allowance Deadline, with Tenant paying (on the next succeeding day that Base Rent is due under the Lease (the “First Amendment Allowance True-Up Date”)) any underpayment of the further adjusted Base Rent for the final installment period beginning on the First Extension Term Commencement Date and ending on the First Amendment Allowance True-Up Date. 5.3. Landlord shall not be obligated to expend any portion of the TI AllowanceFirst Amendment Allowance until Landlord shall have received from Tenant a letter in the form attached as Exhibit A hereto executed by an authorized officer of Tenant. In no event shall any unused First Amendment Allowance entitle Tenant to a credit against Rent payable under the Lease. 5.4. Landlord may refuse to allow any architects, consultants, contractors, subcontractors or material suppliers to work on the First Amendment Improvements if Landlord reasonably believes any would cause labor disharmony or may not have sufficient experience, in Landlord’s reasonable opinion, to perform work in an occupied Class “A” laboratory research building and may request no more than five (5) disbursements in tenant-occupied lab areas. 5.5. The First Amendment Improvements shall be considered Alterations and shall be subject to Article 17 of the TI AllowanceExisting Lease; provided that, notwithstanding anything to the contrary in the Lease to the contrary, in the event of any conflict between Article 17 of the Existing Lease and this Article 5, the terms in this Article 5 shall control. Notwithstanding the foregoing or any other provision of the Existing Lease to the contrary, to the extent Tenant purchases any personal property with each disbursement the First Amendment Allowance (other than subject to the final disbursement) being no less than [***] Dollars ($[***]limitation in Section 5.1(g)). Landlord's obligation Tenant shall have the right (but not the obligation) to disburse remove and retain all or any portion of such personal property (subject to the limitation in Section 5.1(g)) prior to the expiration or earlier termination of the TI Allowance Lease; provided that, Tenant shall be conditional upon Tenant's satisfaction comply with all obligations of Tenant under the conditions precedent Lease with respect to funding of such removal, including the TI Allowance obligations set forth in Section 6.3 17.7 of the Work LetterOriginal Lease. 5.6. In addition, Landlord’s obligation Landlord shall not be obligated to disburse any reimburse Tenant for costs or expenses relating to the First Amendment Improvements that exceed the amount of the TI Allowance in excess First Amendment Allowance. Landlord shall not unreasonably withhold, condition or delay its approval of [***] Dollars ($[***]) shall be conditioned upon the satisfaction any budget for First Amendment Improvements that is proposed by Tenant. 5.7. Upon submission by Tenant to Landlord from time to time, but not more than once per month, of the following: (a) Tenant's delivery a statement (a “Fund Request”) setting forth the total amount of the First Amendment Allowance requested at such time, (b) a summary of the First Amendment Improvements performed (to the extent such First Amendment Improvements performed are to be paid for out of such Fund Request) using AIA standard form Application for Payment (G 702) executed by the general contractor and by the architect (to the extent applicable), (c) invoices from the general contractor, the architect, and any subcontractors, material suppliers and other parties requesting payment with respect to the amount of the First Amendment Allowance then being requested, and (d) except with respect to the final Fund Request, conditional lien releases from the general contractor and each subcontractor and material supplier with respect to the First Amendment Improvements performed that correspond to the Fund Request each in a form reasonably acceptable to Landlord and complying with Applicable Laws, then Landlord shall, within thirty (30) days following receipt by Landlord of a certificate Fund Request and the accompanying materials required by this Section, pay to (i) as elected by Landlord, the applicable contractors, subcontractors and material suppliers or to Tenant for payment to the same or (ii) Tenant (for reimbursement for payments made by Tenant to such contractors, subcontractors or material suppliers as a result of occupancy Tenant’s decision to pay for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's delivery to First Amendment Improvements itself and later seek reimbursement from Landlord of a Certificate of Substantial Completion in the form of one or more Fund Requests in accordance with this Amendment), the American Institute amount of Architects document G704the First Amendment Improvement costs set forth in such Fund Request; provided, executed by however, that and any Fund Request under this Section shall be subject to the project architect payment limits set forth in this Article 5. 5.8. In addition to the other requirements of this Article 5. Tenant shall, concurrently with the submission of each Fund Request for the First Amendment Improvements, provide Landlord with an estimate of (a) the percentage of design and other soft cost work that has been completed, (b) design and other soft costs spent through the general contractor or such other form or certification as may be reasonably acceptable to Landlord; end of the previous month, both from commencement of the First Amendment Improvements and solely for the previous month, (c) Tenant's satisfaction the percentage of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; construction and other hard cost work that has been completed, (d) there shall be no uncured event construction and other hard costs spent through the end of default by Tenant under this Leasethe previous month, both from commencement of the First Amendment Improvements and solely for the previous month, and (e) the anticipated or actual, as applicable, date of substantial completion of the First Amendment Improvements.

Tenant Improvements. 5.1. 3.1 Landlord and Tenant shall cause appropriate improvements consistent with agree that the Permitted Use total cost of designing and constructing the Expansion Premises Tenant Improvements and the Landlord Work (collectively, the "“Tenant Improvements"”) is estimated 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 Six Million Dollars Hundred Thousand and No/100 ($6,000,000.00) (the "TI Allowance"600,000.00). The TI Allowance may be applied to In the costs of (a) construction, (b) project review by event that Landlord (which fee shall equal [***] percent ([***]%) of reasonably determines that the total cost of the Tenant Improvements, including the TI AllowanceImprovements will exceed Six Hundred Thousand and No/100 ($600,000.00), (c) commissioning of mechanicalLandlord and Tenant shall cooperate, electrical and plumbing systems by a licensedusing commercially reasonable good faith efforts, qualified commissioning agent hired by Tenantto make reasonable changes to the Approved Working Drawings to effectuate cost savings; provided, and review of that Tenant shall not be obligated to agree to any 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 changes that unreasonably or for inspections materially change the overall nature or quality of the Tenant Improvements, and further provided, that no such changes shall be considered "revisions, changes, or substitutions" for purposes of Section 3.2 below. 3.2 In the event that after Tenant’s execution of this Lease, any revisions, changes, or substitutions shall be made at the behest of Tenant to (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (mi) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by LandlordDesign Narrative, (n) payments to Tenant or any affiliates of Tenant, (oii) the purchase of any furnitureTest Fit Plans, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (qiii) costs that are recoverable by the Tenant from a third party (e.g.Improvements, insurersthen, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20, 2031 to request disbursement for the final installment of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Dollars ($[***]). Landlord's obligation to disburse any of the TI Allowance shall be conditional upon Tenant's satisfaction of the conditions precedent to funding of the TI Allowance except as set forth in Section 6.3 of the Work Letter. In addition3.1 above, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s obligation request. 3.3 Notwithstanding anything contained herein to disburse any of the TI Allowance contrary, Landlord shall, at Landlord’s sole cost and expense, perform such work in excess of [***] Dollars the Expansion Premises as necessary ($[***]as determined by Landlord) shall be conditioned upon to comply with Applicable Laws (to the satisfaction of the following: (a) Tenant's delivery extent required to Landlord of obtain a certificate of occupancy or its legal equivalent for the Premises suitable for Expansion Premises) in connection with the Permitted Use, construction of the Expansion Floor Tenant Improvements as applicable; (b) Tenant's delivery to Landlord of a Certificate of Substantial Completion set forth in the form of the American Institute of Architects document G704Approved Working Drawings, executed by the project architect and the general contractor or such other form or certification as may be reasonably acceptable required to Landlord; comply with Applicable Laws (cto the extent required to maintain a certificate of occupancy or its legal equivalent for the Expansion Premises) Tenant's satisfaction during the term of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease., as the same may be extended, provided that such requirement to comply with Applicable Laws was not triggered by Tenant, which work shall relate solely to: a. Restrooms, b. Telecommunications Closets;

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 Six Million Nine Hundred Eighty-Eight Thousand Dollars ($6,000,000.00988,000.00) (the "“TI Allowance"”). The TI Allowance may be applied to the costs of (a) construction, (b) project review by Landlord (which fee shall equal [***] one and one-half percent ([***]1.5%) of the cost of the Tenant Improvements, including the TI Allowance), (c) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, and review of such party's ’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by governmental authorities for permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures. In no event shall the TI Allowance be used for (m) the cost of work that is not authorized by the Approved Plans (as defined in the Work Letter) or otherwise approved in writing by Landlord, (n) payments to Tenant or any affiliates of Tenant, (o) the purchase of any furniture, personal property or other non-building system equipment, (p) costs resulting from any default by Tenant of its obligations under this Lease or (q) costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 5.2. Tenant shall have until December 20November 8, 2031 2030 to request disbursement for the final installment of the TI Allowance, and may request no more than five (5) disbursements of the TI Allowance, with each disbursement (other than the final disbursement) being no less than [***] Two Hundred Thousand Dollars ($[***]200,000.00). Landlord's ’s obligation to disburse any of the TI Allowance shall be conditional upon Tenant's ’s satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter. In addition, Landlord’s obligation to disburse any of the TI Allowance in excess of [***] Eight Hundred Thousand Dollars ($[***]800,000.00) shall be conditioned conditional upon the satisfaction of the following: (a) Tenant's ’s delivery to Landlord of a certificate of occupancy for the Premises suitable for the Permitted Use, as applicable; (b) Tenant's ’s delivery to Landlord of 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 or such other form or certification as may be reasonably acceptable to Landlord; (c) Tenant's ’s satisfaction of the conditions precedent to funding of the TI Allowance set forth in Section 6.3 of the Work Letter; and (d) there shall be no uncured event of default by Tenant under this Lease.