Common use of Work Allowance Clause in Contracts

Work Allowance. (a) Landlord shall reimburse Tenant for the cost of the Initial Tenant Work, which shall be performed in accordance with the requirements of Article 14, in an amount (the “Work Allowance”) equal to the lesser of (x) $12,665,475.00 (i.e., the rate of $75.00 per Rentable Square Foot of the Initial Premises), and (y) the actual cost of the Initial Tenant Work shown in the plans and specifications therefor approved by Landlord; provided, however, that Landlord may withhold an amount equal to ten percent (10%) of each requested installment of the Work Allowance until Tenant delivers to Landlord for Landlord’s approval, all of the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv); provided further that the amount of such retainage shall be reduced to five (5%) of the amount of each requested installment of the Work Allowance upon certification by Tenant’s architect that the Initial Tenant Work is at least fifty percent (50%) completed substantially in accordance with the plans and specifications previously approved (or deemed approved) by Landlord. Notwithstanding anything contained herein to the contrary, only up to a maximum of ten percent (10%) of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’ and other professional fees and other so-called “soft costs” incurred in connection with the performance of the Initial Tenant Work. Tenant shall pay all costs and expenses for or in connection with the Initial Tenant Work in excess of the Work Allowance. Provided no Event of Default shall exist, Landlord shall pay the Work Allowance (subject to the retention specified above) by reimbursing Tenant, from time to time during the progress of the Initial Tenant Work (but not more than once per month) within thirty (30) days after a written request from Tenant which request shall be accompanied by the following:

Work Allowance. (a) Landlord Sublandlord shall reimburse Tenant Subtenant for the cost of Subtenant Work at [*****] per rentable square foot of the Initial Tenant Work, which shall be performed in accordance with the requirements of Article 14, Premises in an amount equal to [*****] (the “Work Allowance”) equal upon the following terms and conditions: (1) The Work Allowance shall be payable to Subtenant in installments as Subtenant Work progresses, but in no event more frequently than monthly. Installments of the Work Allowance shall be payable by Sublandlord within thirty (30) days following Subtenant’s satisfaction of each of the conditions required for disbursement set forth in this Section 21(b); (2) Prior to the lesser payment of any installment, Subtenant shall deliver to Sublandlord a request for disbursement which shall be accompanied by (xA) $12,665,475.00 paid invoices for the Subtenant Work performed or incurred since the last disbursement of the Work Allowance, (i.e.B) a representation signed by Subtenant’s architect or project manager (if any) or an officer or partner of Subtenant stating that to their actual knowledge, the rate of $75.00 per Rentable Square Foot of Subtenant Work and services represented by the Initial Premises), and (y) the actual cost of the Initial Tenant Work shown aforesaid invoices have been satisfactorily completed in accordance with the plans and specifications therefor approved by Sublandlord and/or Prime Landlord; provided, howeveras applicable, that Landlord may withhold and have not been the subject of a prior disbursement of the Work Allowance, and (C) partial lien waivers by, contractors, subcontractors and all materialmen for all such work and services, if applicable. In addition, Sublandlord shall be permitted to retain from each disbursement an amount equal to ten percent (10%) of each the amount requested installment to be disbursed by Subtenant. The aggregate amount of the retainages shall be paid by Sublandlord to Subtenant upon the completion of all Subtenant Work Allowance until Tenant delivers to Landlord for Landlordand upon receipt from Subtenant of: (i) a representation from Subtenant’s approval, architect or project manager (if any) or an officer or partner of Subtenant stating that all of the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv); provided further that the amount of such retainage shall be reduced to five (5%) of the amount of each requested installment of the Subtenant Work Allowance upon certification by Tenant’s architect that the Initial Tenant Work is at least fifty percent (50%) has been satisfactorily completed substantially in accordance with the plans and specifications previously therefor approved (or deemed approved) by Sublandlord and/or Prime Landlord. Notwithstanding anything contained herein to the contrary, only up to a maximum of ten percent (10%) of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’as applicable, and architects’(ii) evidence of applicable Building Department sign-offs and/or applicable inspection certificates and any permits, engineers’ if any, required to be issued by the Building Department, QAD and other professional fees and other so-called “soft costs” incurred all Governmental Authority having jurisdiction in connection with Subtenant Work, and (iii) full lien waivers from all contractors and subcontractors performing the performance of the Initial Tenant Subtenant Work. Tenant . (3) If Subtenant is not then in monetary or material non-monetary default under this Sublease beyond any applicable notice and cure period (and if such a default exists, then as soon as such default is cured), Sublandlord shall pay all costs and expenses for or in connection with the Initial Tenant Work in excess of the Work Allowance. Provided no Event of Default shall exist, Landlord shall pay the promptly make such Work Allowance (subject payment to the retention specified above) by reimbursing Tenant, from time to time during the progress of the Initial Tenant Work (but not more than once per month) Subtenant within such aforesaid thirty (30) days after a written request from Tenant which request shall day period provided Subtenant satisfies the requirements of this Section 21. (4) All requests for disbursement under clause (2) above must be accompanied submitted by Subtenant to Sublandlord no later than the following:second (2nd) anniversary of the Commencement Date.

Work Allowance. (a) Landlord shall reimburse Tenant for pay all of the costs of the Work (including permit fees, overhead, general conditions and the General Contractor's fee but excluding, the Working Drawings) up to the sum of One Hundred Twenty-three Thousand Seven Hundred Fifty Dollars ($123,750.00) ($10.00 per rentable square foot of the Leased Premises) (the "Work Allowance"). The entire Work Allowance must be used to construct the Work during the first six (6) months of the Lease Term. Any portion of the Work Allowance not used during such six-month period shall be forfeited. Landlord makes no representation or warranty that the Work Allowance is sufficient to cover the cost of the Initial Tenant Work, . WORK IN EXCESS OF THE WORK ALLOWANCE. The cost of any portion of the Work which exceeds the Work Allowance ("Above-Allowance Work") shall be performed borne by Tenant. Thirty-three and three tenths percent (33.3%) of the cost of the Above-Allowance Work shall be payable in accordance with the requirements of Article 14advance, in an and Tenant shall pay such amount (the “Work Allowance”) equal to the lesser General Contractor prior to the commencement of the Work. Tenant acknowledges that Tenant requested Landlord to order long lead items prior to finalizing the Working Drawings. Therefore, Tenant has submitted all equipment specifications for long lead items to be ordered and has paid General Contractor the sum of One Hundred Seventy-five Thousand Dollars (x$175,000.00) toward the cost of such long lead items. When final pricing for the Work is agreed upon by Landlord and Tenant, if thirty-three and three tenths percent (33.3%) of the cost of the Above-Allowance Work exceeds the One Hundred Seventy-five Thousand Dollar ($12,665,475.00 175,000.00) payment made by Tenant to the General Contractor, then Tenant shall pay the difference to General Contractor prior to General Contractor commencing the Work. If thirty-three and three tenths percent (i.e.33.3%) of the Above-Allowance Work is less than the One Hundred Seventy-five Thousand Dollar ($175,000.00) payment made by Tenant to the General Contractor, then such,, additional amount shall be applied to the total cost of the Work. Tenant agrees to pay General Contractor directly or General Contractor can deduct from Tenant's initial payment for Above-Allowance Work any amounts expended by General Contractor for items not included in the Working Drawings. Thereafter, the rate General Contractor shall submit to Tenant monthly invoices for progress payments on the Above-Allowance Work. Such invoices shall indicate (i) the amount of $75.00 per Rentable Square Foot of Above-Allowance Work completed during the Initial Premises)prior month, and (yii) the actual cost of amount due and payable from Tenant for such Above-Allowance Work. Tenant shall remit payment to the Initial Tenant Work shown in General Contractor for the plans and specifications therefor approved by Landlord; provided, however, that Landlord may withhold an full amount equal to indicated on such invoices less ten percent (10%) retainage within ten (10) business days of each requested installment its receipt of the Work Allowance until Tenant delivers to Landlord for Landlord’s approvalsame. Upon substantial completion and completion of any punchlist items, all of the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv); provided further that the amount of such retainage shall be reduced to five (5%) of the amount of each requested installment of the Work Allowance upon certification by Tenant’s architect that the Initial Tenant Work is at least fifty percent (50%) completed substantially in accordance with the plans and specifications previously approved (or deemed approved) by Landlord. Notwithstanding anything contained herein to the contrary, only up to a maximum of ten percent (10%) of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’ and other professional fees and other so-called “soft costs” incurred in connection with the performance of the Initial Tenant Work. Tenant shall pay all costs and expenses Landlord any outstanding balance for or in connection with the Initial Tenant Work in excess of the Work Allowance. Provided no Event of Default shall exist, Landlord shall pay the Work Above-Allowance (subject to the retention specified above) by reimbursing Tenant, from time to time during the progress of the Initial Tenant Work (but not more than once per month) within thirty (30) days after a written request from Tenant which request shall be accompanied by the following:Work.

Work Allowance. (a) Landlord shall reimburse agrees to provide Tenant for the cost of the Initial a work allowance to be utilized by Tenant Work, which shall be performed in accordance with this Lease to construct a new office environment and rack/server lab(s) needed for the requirements conduct of Article 14Tenant’s business at the Premises (the “Tenant Improvements”), in an the amount of Four Million One Hundred Twenty Eight Thousand Seven Hundred Dollars ($4,128,700) (the “Work Allowance”), subject to this Section 6.B below. Tenant shall pay all costs associated with the Tenant Improvements, subject to Landlord’s obligation to provide the Work Allowance pursuant to this Section 6.B. The cost of the Tenant Improvements for which the Work Allowance may be utilized by Tenant (“Work Allowance Costs”) shall consist of only the following to the extent actually incurred or paid by Tenant in connection with the design and construction of the Tenant Improvements to its unaffiliated third party general contractor (“Tenant’s General Contractor”), architects, engineers, consultants, project managers, designers and suppliers for the Tenant Improvements, subject to this Section 6.B below: the fees of Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers; materials, labor and other construction costs; governmental permit fees, construction taxes or other costs imposed by governmental authorities related to the Tenant Improvements. Notwithstanding the foregoing, in no event shall the Work Allowance be used for Tenant’s furniture, the Pad Improvements described in Section 8.A below, trade fixtures other than the rack/server lab(s) described above, telephone and other office equipment, personal property, cabling/wiring/telecommunication costs (other than cabling and wiring for the rack/server labs), the Communications Equipment (defined in Section 8.E below), or any oversized kitchen area or oversized cafeteria (i.e. kitchen area and cafeteria not proportional to the number of Building occupants determined without regard to the use of the kitchen area or cafeteria), fitness center, or other Specialized Tenant Improvements (defined in Section 10.B below). In no event shall any portion of the Work Allowance be used or payable for any improvements designed or constructed for any subtenant of any portion of the Premises. The Work Allowance shall be paid by Landlord to Tenant as payments for the Work Allowance Costs become due to Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers in accordance with this Section 6.B below. During the course of design and construction of the Tenant Improvements, but not more than once in any calendar month, Tenant shall deliver to Landlord the following (the “Disbursement Documentation”): (i) a written request for disbursement, setting forth the amount requested for disbursement (“Disbursement Request”); (ii) a schedule of values allocating costs to the various portions of the Tenant Improvements for which disbursement is sought, in form and content reasonably satisfactory to Landlord, and which shall substantiate that the full amount requested for disbursement has been incurred or expended by Tenant for those Tenant Improvements for which the Work Allowance may be utilized; (iii) proof of payment or evidence of costs incurred of all amounts owed to the applicable third party, in form reasonably acceptable to Landlord, (iv) conditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which the current Disbursement Request relates, (v) unconditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which prior disbursements were made from the Work Allowance, to the extent not already delivered to Landlord; and (vi) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt of the above items Landlord shall pay directly to Tenant or to the third (3rd) party entitled to payment, as elected by Landlord, an amount equal to the lesser of the undisbursed portion of the Work Allowance or the following: an amount equal to the product of (i) the amount requested for disbursement, multiplied by (ii) the lesser of (x) $12,665,475.00 one (i.e., the rate of $75.00 per Rentable Square Foot of the Initial Premises), and 1) or (y) a fraction, the actual cost numerator of which is the Initial Tenant Work shown in the plans and specifications therefor approved by Landlord; provided, however, that Landlord may withhold an total amount equal to ten percent (10%) of each requested installment of the Work Allowance until and the denominator of which is the total cost of the Tenant delivers Improvements as evidenced by the contracts entered into between Tenant and Tenant’s General Contractor, architect, designers and suppliers (all of which contracts or copies thereof shall be delivered to Landlord for as a condition precedent to Landlord’s approval, all of obligation to make the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv); provided further that the amount of such retainage shall be reduced to five (5%) of the amount of each requested installment first disbursement of the Work Allowance upon certification by Tenant’s architect that Allowance) for the Initial Tenant Work is at least fifty percent (50%) completed substantially in accordance with Improvement work, until such time as Landlord has expended the plans and specifications previously approved (or deemed approved) by Landlord. Notwithstanding anything contained herein to the contrary, only up to a maximum of ten percent (10%) of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’ and other professional fees and other so-called “soft costs” incurred in connection with the performance of the Initial Tenant Work. Tenant shall pay all costs and expenses for or in connection with the Initial Tenant Work in excess full amount of the Work Allowance. Provided no Event Tenant currently leases the ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ from SI 64, LLC, a California limited partnership (“SI 64”), pursuant to a lease dated August 24, 1998 between SI 64’s predecessor in interest (by assignment), Sobrato Land Holdings, a California limited partnership, and Tenant’s predecessor in interest (by assignment), Symbol Technologies, Inc., a Delaware corporation (such lease, as the same has been amended as of Default shall existthe Effective Date, Landlord shall pay being the “Existing 6480 Via Del Oro Lease”). Notwithstanding this Section 6.B above, if on the Effective Date Tenant has entered into a new lease with SI 64 for the lease by Tenant of the ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ (such lease being the “New 6480 Via Del Oro Lease”), resulting in the termination of the Existing 6480 Via Del Oro Lease, and if, pursuant to the express terms and conditions of the New Via Del Oro Lease, any portion of the un-disbursed work allowance granted to Tenant under the New 6480 Via Del Oro Lease is allowed to be added to the Work Allowance (provided to Tenant in this Section 6.B, then such funds shall be added to and become part of the the Work Allowance, subject to the retention specified above) by reimbursing Tenant, from time to time during the progress all of the Initial terms and conditions set forth in this Lease, including without limitation the provisions below relating to the Outside Disbursement Date. Notwithstanding the foregoing, to the extent the amount requested for reimbursement has already been paid by Tenant to the third party entitled to payment, and evidence reasonably satisfactory to Landlord of such payment has been delivered to Landlord, Landlord agrees to reimburse Tenant directly for the amount paid by Tenant to the third party. If following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B above there are any un-disbursed Work Allowance funds, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds. If any portion of the Work Allowance remains un-disbursed as of the date that is twenty four (but 24) months after the Commencement Date (the “Outside Disbursement Date”), then as to those remaining funds for which the required Disbursement Documentation has not more than once per month) within thirty (30) days after a written request from been submitted to Landlord, Tenant which request shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds. All Work Allowance Costs shall be accompanied fully documented to and subject to reasonable verification by Landlord. Notwithstanding the following:foregoing Landlord shall not be required make any disbursements of the Work Allowance, and Tenant shall not be entitled to transfer any un-disbursed work allowance funds from the New 6480 Via Del Oro Lease, during any period when Tenant is in default under this Lease beyond any applicable cure period expressly granted in this Lease.

Work Allowance. Landlord agrees to contribute an amount not to exceed Twenty-Four Thousand and 00/100 Dollars (a$24,000.00) (the "Work Allowance") toward the cost of installing an ATM machine and performing improvements to the Premises including but not limited to painting, carpeting, wallcoverings, monument signage and directional signage during the period beginning on the date hereof and ending on March 1, 1996 (the "Initial Improvements"). Such improvements shall, at a minimum, include the construction of a demising wall separating the Premises from the Surrender Space (hereinafter defined). All such Improvements shall be performed in compliance with the terms and conditions of the Lease, including, without limitation, the prior approval of Landlord with respect to the Improvements to be performed and the contractors to be retained to perform such Improvements. The Work Allowance shall reimburse be paid to Tenant following receipt of the following documentation: full and final waivers of liens from the general contractor and the subcontractors retained by Tenant in an amount equal to the portion of the Work Allowance to be disbursed, completion certificates from Tenant, the general contractor and Tenant's architect, a sworn contractor's affidavit from the general contractor and a request to disburse from Tenant containing an approval by Tenant of the work done, receipted bills covering all labor and materials expended and used in connection with the Improvements. If Tenant has not previously paid the general contractor for the cost of the Initial Tenant WorkImprovements, which shall be performed in accordance with the requirements of Article 14Landlord, in an amount (the “Work Allowance”) equal to the lesser of (x) $12,665,475.00 (i.e.at its option, the rate of $75.00 per Rentable Square Foot of the Initial Premises), and (y) the actual cost of the Initial Tenant Work shown in the plans and specifications therefor approved by Landlord; provided, however, that Landlord may withhold an amount equal to ten percent (10%) of each requested installment of pay the Work Allowance until Tenant delivers directly to Landlord for Landlord’s approval, all the order of the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv); provided further general contractor that performed the amount of such retainage shall be reduced Improvements or to five (5%) the joint order of the amount of each requested installment of the Work Allowance upon certification by Tenant’s architect that the Initial Tenant Work is at least fifty percent (50%) completed substantially in accordance with the plans general contractor and specifications previously approved (or deemed approved) by Landlordall included subcontractors. Notwithstanding anything contained herein to the contrary, only up Landlord shall not be obligated to a maximum of ten percent (10%) disburse any portion of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’during the continuance of an uncured default under the Lease, and architects’Landlord's obligation to disburse shall only resume when and if such default is cured. The Work Allowance may only be used for the cost of labor, engineers’ material and contractors fees for the Improvements to the Premises and the cost of preparing plans and drawings in connection therewith. In no event shall the Work Allowance be used for the purchase of equipment, furniture and other professional fees and other soitems of personal property of Tenant. Landlord shall be entitled to deduct from the Work Allowance an amount sufficient to reimburse Landlord for its actual out-called “soft costs” incurred of-pocket costs in connection with the performance construction of the Initial Expansion Improvements, including any costs of additional security, freight elevator usage, electricity and other incidental Building charges during Tenant's construction and move-in. In the event Tenant Work. does not use the entire Work Allowance by May 1, 1996, any unused amount shall accrue to the sole benefit of Landlord, it being understood that Tenant shall pay all costs and expenses for not be entitled to any credit, abatement or other concession in connection with the Initial Tenant Work in excess of the Work Allowance. Provided no Event of Default shall exist, Landlord shall pay the Work Allowance (subject to the retention specified above) by reimbursing Tenant, from time to time during the progress of the Initial Tenant Work (but not more than once per month) within thirty (30) days after a written request from Tenant which request shall be accompanied by the following:therewith.

Work Allowance. (a) Landlord shall reimburse agrees to provide Tenant for the cost of the Initial a work allowance to be utilized by Tenant Work, which shall be performed in accordance with this Lease to construct a new office environment and rack/server lab(s) needed for the requirements conduct of Article 14Tenant’s business at the Premises (the “Tenant Improvements”), in an the amount of Two Million Two Hundred Ninety Eight Thousand One Hundred Twenty Seven Dollars and Fifty Cents ($2,298,127.50) (the “Work Allowance”), subject to this Section 6.B below. Tenant shall pay all costs associated with the Tenant Improvements, subject to Landlord’s obligation to provide the Work Allowance pursuant to this Section 6.B. The cost of the Tenant Improvements for which the Work Allowance may be utilized by Tenant (“Work Allowance Costs”) shall consist of only the following to the extent actually incurred or paid by Tenant in connection with the design and construction of the Tenant Improvements to its unaffiliated third party general contractor (“Tenant’s General Contractor”) , architects, engineers, consultants, project managers, designers and suppliers for the Tenant Improvements, subject to this Section 6.B below: the fees of Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers; materials, labor and other construction costs; governmental permit fees, construction taxes or other costs imposed by governmental authorities related to the Tenant Improvements. Notwithstanding the foregoing, in no event shall the Work Allowance be used for Tenant’s furniture, the Pad Improvements described in Section 8.A below, trade fixtures other than the rack/server lab(s) described above, telephone and other office equipment, personal property, cabling/wiring/telecommunication costs (other than cabling and wiring for the rack/server labs), the Communications Equipment (defined in Section 8.E below), or any oversized kitchen area or oversized cafeteria (i.e. kitchen area and cafeteria not proportional to the number of Building occupants determined without regard to the use of the kitchen area or cafeteria), fitness center, or other Specialized Tenant Improvements (defined in Section 10.B below). In no event shall any portion of the Work Allowance be used or payable for any improvements designed or constructed for any subtenant of any portion of the Premises. The Work Allowance shall be paid by Landlord to Tenant as payments for the Work Allowance Costs become due to Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers in accordance with this Section 6.B below. During the course of design and construction of the Tenant Improvements, but not more than once in any calendar month, Tenant shall deliver to Landlord the following (the “Disbursement Documentation”): (i) a written request for disbursement, setting forth the amount requested for disbursement (“Disbursement Request”); (ii) a schedule of values allocating costs to the various portions of the Tenant Improvements for which disbursement is sought, in form and content reasonably satisfactory to Landlord, and which shall substantiate that the full amount requested for disbursement has been incurred or expended by Tenant for those Tenant Improvements for which the Work Allowance may be utilized; (iii) proof of payment or evidence of costs incurred of all amounts owed to the applicable third party, in form reasonably acceptable to Landlord, (iv) conditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which the current Disbursement Request relates, (v) unconditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which prior disbursements were made from the Work Allowance, to the extent not already delivered to Landlord; and (vi) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt of the above items Landlord shall pay directly to Tenant or to the third (3rd) party entitled to payment, as elected by Landlord, an amount equal to the lesser of the undisbursed portion of the Work Allowance or the following: an amount equal to the product of (i) the amount requested for disbursement, multiplied by (ii) the lesser of (x) $12,665,475.00 one (i.e., the rate of $75.00 per Rentable Square Foot of the Initial Premises), and 1) or (y) a fraction, the actual cost numerator of which is the Initial Tenant Work shown in the plans and specifications therefor approved by Landlord; provided, however, that Landlord may withhold an total amount equal to ten percent (10%) of each requested installment of the Work Allowance until and the denominator of which is the total cost of the Tenant delivers Improvements as evidenced by the contracts entered into between Tenant and Tenant’s General Contractor, architect, designers and suppliers (all of which contracts or copies thereof shall be delivered to Landlord for as a condition precedent to Landlord’s approval, all obligation to make the first disbursement of the documents described in clauses (w)Work Allowance) for the Tenant Improvement work, (x)until such time as Landlord has expended the full amount of the Work Allowance. Notwithstanding the foregoing, (y) and (z) of Section 7.01(a)(iv); provided further that to the extent the amount requested for reimbursement has already been paid by Tenant to the third party entitled to payment, and evidence reasonably satisfactory to Landlord of such retainage shall be reduced payment has been delivered to five (5%) Landlord, Landlord agrees to reimburse Tenant directly for the amount paid by Tenant to the third party. If following completion of the amount Tenant Improvements and payment of each requested installment Landlord’s share of Work Allowance Costs in accordance with this Section 6.B above there are any un-disbursed Work Allowance funds, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, except as provided in this Section 6.B below. If any portion of the Work Allowance upon certification by Tenant’s architect remains un-disbursed as of the date that is twelve (12) months after the Initial Effective Date (the “Outside Disbursement Date”), then as to those remaining funds for which the required Disbursement Documentation has not been submitted to Landlord, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, subject to this Section 6.B below. All Work is at least fifty percent (50%) completed substantially in accordance with the plans Allowance Costs shall be fully documented to and specifications previously approved (or deemed approved) subject to reasonable verification by Landlord. Notwithstanding anything contained herein to this Section 6.B above, if on the contraryEffective Date Tenant has also entered into a lease with SI 33, only up to LLC, a maximum California limited liability company (“SI 33”) for the lease by Tenant of ten percent the 6377 San ▇▇▇▇▇▇▇ Building (10%such lease being the “6377 San ▇▇▇▇▇▇▇ Lease”), and if following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B, at least Two Million Dollars ($2,000,000) of the Work Allowance may be applied has been used for the Tenant Improvements for the Building and there are any un-disbursed Work Allowance funds under this Lease, then Tenant shall have the right to Tenant’s permit and filing fees, designers’, and architects’, engineers’ and other professional fees and other souse the un-called “soft costs” incurred in connection with the performance disbursed portion of the Initial Work Allowance by adding it to the work allowance provided to Tenant Workin the 6377 San ▇▇▇▇▇▇▇ Lease, to be used by Tenant under the 6377 San ▇▇▇▇▇▇▇ Lease subject to and in accordance with all of the terms and conditions set forth in the 6377 San ▇▇▇▇▇▇▇ Lease. Tenant Notwithstanding the foregoing, Landlord shall pay all costs and expenses for or in connection with the Initial Tenant Work in excess not be required make any disbursements of the Work Allowance. Provided no Event , and Tenant shall not be entitled to any transfer of Default shall exist, Landlord shall pay the un-disbursed Work Allowance (subject funds to the retention specified above) by reimbursing Tenant6377 San ▇▇▇▇▇▇▇ Lease, from time to time during the progress of the Initial any period when Tenant Work (but not more than once per month) within thirty (30) days after a written request from Tenant which request shall be accompanied by the following:is in default under this Lease beyond any applicable cure period expressly granted in this Lease.

Work Allowance. (a) Landlord shall reimburse Tenant shall, at its sole cost and expense except as set forth to the contrary in this Section 20, perform all work necessary or desirable by Tenant to prepare the Premises for the cost of the Initial Tenant Work, which shall be performed its occupancy in accordance with detailed dimensioned coordinated plans and specifications, including layout, architectural, mechanical, electrical, plumbing and structural drawings, to be submitted by Tenant to Landlord for Landlord's and Overlandlord's written approval, which approval shall be governed by the requirements provisions of the ▇▇▇▇▇▇▇▇▇ as incorporated herein by reference including, without limitation, the provisions of Article 1413 thereof relating to the performance of Tenant Changes (such work being referred to herein as "Tenant's Work"). In connection therewith, in an amount Landlord shall give Tenant a cash work allowance (the “"Work Allowance”"), of EIGHT HUNDRED SEVENTY-NINE THOUSAND EIGHT HUNDRED TEN and 00/100 ($879,810.00) equal DOLLARS ($15.00 x 58,654, which is the agreed upon rentable square feet comprising the Premises and which is not subject to adjustment), which Work Allowance shall be applied solely against the lesser of (x) $12,665,475.00 (i.e., the rate of $75.00 per Rentable Square Foot cost and expense of the Initial Premises), and (y) the actual cost of the Initial construction work performed by Tenant in connection with Tenant's Work shown in the plans and specifications therefor approved by LandlordPremises ("Hard Costs"); provided, however, provided that Landlord Tenant may withhold an amount equal use up to ten percent $263,943.00 (10i.e. thirty (30%) of each requested installment percent of the Work Allowance until Tenant delivers to Landlord for Landlord’s approvaldesign consultants, all of the documents described in clauses (w), (x), (y) architect's and (z) of Section 7.01(a)(iv); provided further that the amount of such retainage shall be reduced to five (5%) of the amount of each requested installment of the Work Allowance upon certification by Tenant’s architect that the Initial Tenant Work is at least fifty percent (50%) completed substantially in accordance with the plans and specifications previously approved (engineering fees or deemed approved) by Landlord. Notwithstanding anything contained herein to the contrary, only up to a maximum of ten percent (10%) of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’ and other professional fees and other so-called “soft costs” "soft" costs incurred by Tenant in connection with the performance of Tenant's Work (collectively, "Soft Costs"). In the Initial Tenant Work. event that the Hard Costs and Soft Costs shall exceed the aggregate amount of the Work Allowance, Tenant shall pay all costs and expenses be entirely responsible for or in connection with such excess. To the Initial extent that the Work Allowance has not been fully applied by the first (1st) anniversary of the Sublease Commencement Date, then Tenant Work may apply such unapplied balance, to the extent not in excess of the sum of $263,943.00 as a credit against then ensuing installments of Fixed Rent and the extent the unapplied balance of the Tenant's Work Allowance. Provided no Event Allowance is in excess of Default shall existsuch sum, Landlord shall pay the Work Allowance (subject have no further obligation to the retention specified above) by reimbursing Tenantdisburse such excess, from time Tenant shall not be entitled to time during the progress of the Initial any further credit against Rent, and Tenant Work (but not more than once per month) within thirty (30) days after a written request from Tenant which request shall be accompanied by the following:have waived its rights to such unused excess.

Work Allowance. ‌ (a) Landlord shall reimburse Tenant (or, as described below, pay as directed by Tenant) for the cost of the Initial Tenant Work, which shall be performed in accordance with the requirements of Article 14, in an the amount (the “Work Allowance”) equal to the lesser of $29,980,514.71 (x) including‌‌ $12,665,475.00 1,750,000.00 (i.e., $250,000 per floor on which the rate of $75.00 per Rentable Square Foot of Above-Grade Premises are located) for the Initial PremisesRestroom Renovations), and (y) subject to the actual cost provisions of the Initial Tenant Work shown in the plans and specifications therefor approved by LandlordArticle 40; provided, however, that Landlord may withhold an amount equal to ten percent (10%i) of each requested installment $1,000,000.00 of the Work Allowance until substantial completion of the Initial Tenant‌ Work, upon which $750,000.00 of such amount shall be disbursed to Tenant upon Tenant’s compliance with Section 7.01(a)(i) – (iii) set forth below provided no Event of Default shall then exist, and (ii) $250,000.00 of such $1,000,000.00 until Tenant delivers to Landlord for Landlord’s approval, all of the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv); ) and provided further that the amount no Event of such retainage Default shall be reduced to five (5%) of the amount of each requested installment of the Work Allowance upon certification by Tenant’s architect that the Initial Tenant Work is at least fifty percent (50%) completed substantially in accordance with the plans and specifications previously approved (or deemed approved) by Landlordthen exist. Notwithstanding anything contained herein to the contrary, only up to a maximum of ten percent (10%) 20% of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’ ’, project management and other professional fees and other so-called “soft costs” incurred in connection with the performance of the Initial Tenant Work. Tenant shall pay all costs and expenses for or in connection with the Initial Tenant Work in excess of the Work Allowance. Provided no Event of Default shall then exist, Landlord shall pay the Work Allowance (subject to the retention specified above) ), from and after the Commencement Date (except with respect to soft costs, which may be drawn prior to the Commencement Date and without the obligation to refund the same if this Lease is terminated prior to the Commencement Date pursuant to Section 2.05, Article 22 or Article 23), by reimbursing Tenant (or, at Tenant’s option, by paying directly to Tenant’s contractors or other vendors, not to exceed 5 contractors or other vendors per requisition) from time to time during the progress of the Initial Tenant Work (but not more than once per month) within thirty (30) 30 days after a written request from Tenant Tenant, which request shall be accompanied by the following:following:‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌ (i) A certificate on AIA G-702 / 703 forms signed by either Tenant or Tenant’s architect, except that such certificate shall not be required for soft costs;‌ (ii) Itemized bills for costs of the Initial Tenant Work submitted by contractors, architects, engineers and/or suppliers of the services or materials rendered in connection with the Initial Tenant Work;‌ (iii) Waivers of liens (in recordable form and in a form reasonably satisfactory to Landlord) evidencing the payment for all work and materials for which Tenant previously applied to Landlord for payment, executed and acknowledged by the contractors, subcontractors, suppliers and other service providers which are entitled by statute to file mechanic’s liens (collectively, “Lienable Contractors”); provided, that if one or more such lien waivers in respect of work costing not more than $25,000.00 with respect to any one Lienable Contractor are not available, Tenant may instead provide a certificate that the amount in question has been paid but that the applicable Lienable Contractor has failed or refused to provide a lien waiver; and‌‌ (iv) With respect to the final request for payment of the Work Allowance, Tenant shall deliver to Landlord in addition to the items specified above, (w) “as built” plans and specifications with respect to all mechanical, electrical and plumbing work performed as part of the Initial Tenant Work, and design drawings marked to show major changes for all other work performed as part of the Initial Tenant Work, in each case, in CAD files on diskette or other media, by e-mail sent to Landlord at ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ in AutoCAD.DWG format, and on paper;‌‌‌

Work Allowance. (a) Landlord shall reimburse Tenant (or, as described below, pay as directed by Tenant) for the cost of the Initial Tenant Work, which shall be performed in accordance with the requirements of Article 14, in an the amount (the “Work Allowance”) equal to the lesser of $29,980,514.71 (x) including $12,665,475.00 1,750,000.00 (i.e., $250,000 per floor on which the rate of $75.00 per Rentable Square Foot of Above-Grade Premises are located) for the Initial PremisesRestroom Renovations), and (y) subject to the actual cost provisions of the Initial Tenant Work shown in the plans and specifications therefor approved by LandlordArticle 40; provided, however, that Landlord may withhold an amount equal to ten percent (10%i) of each requested installment $1,000,000.00 of the Work Allowance until substantial completion of the Initial Tenant Work, upon which $750,000.00 of such amount shall be disbursed to Tenant upon Tenant’s compliance with Section 7.01(a)(i) – (iii) set forth below provided no Event of Default shall then exist, and (ii) $250,000.00 of such $1,000,000.00 until Tenant delivers to Landlord for Landlord’s approval, all of the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv); ) and provided further that the amount no Event of such retainage Default shall be reduced to five (5%) of the amount of each requested installment of the Work Allowance upon certification by Tenant’s architect that the Initial Tenant Work is at least fifty percent (50%) completed substantially in accordance with the plans and specifications previously approved (or deemed approved) by Landlordthen exist. Notwithstanding anything contained herein to the contrary, only up to a maximum of ten percent (10%) 20% of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’ ’, project management and other professional fees and other so-called “soft costs” incurred in connection with the performance of the Initial Tenant Work. Tenant shall pay all costs and expenses for or in connection with the Initial Tenant Work in excess of the Work Allowance. Provided no Event of Default shall then exist, Landlord shall pay the Work Allowance (subject to the retention specified above) ), from and after the Commencement Date (except with respect to soft costs, which may be drawn prior to the Commencement Date and without the obligation to refund the same if this Lease is terminated prior to the Commencement Date pursuant to Section 2.05, Article 22 or Article 23), by reimbursing Tenant (or, at Tenant’s option, by paying directly to Tenant’s contractors or other vendors, not to exceed 5 contractors or other vendors per requisition) from time to time during the progress of the Initial Tenant Work (but not more than once per month) within thirty (30) 30 days after a written request from Tenant Tenant, which request shall be accompanied by the following: (i) A certificate on AIA G-702 / 703 forms signed by either Tenant or Tenant’s architect, except that such certificate shall not be required for soft costs; (ii) Itemized bills for costs of the Initial Tenant Work submitted by contractors, architects, engineers and/or suppliers of the services or materials rendered in connection with the Initial Tenant Work; (iii) Waivers of liens (in recordable form and in a form reasonably satisfactory to Landlord) evidencing the payment for all work and materials for which Tenant previously applied to Landlord for payment, executed and acknowledged by the contractors, subcontractors, suppliers and other service providers which are entitled by statute to file mechanic’s liens (collectively, “Lienable Contractors”); provided, that if one or more such lien waivers in respect of work costing not more than $25,000.00 with respect to any one Lienable Contractor are not available, Tenant may instead provide a certificate that the amount in question has been paid but that the applicable Lienable Contractor has failed or refused to provide a lien waiver; and (iv) With respect to the final request for payment of the Work Allowance, Tenant shall deliver to Landlord in addition to the items specified above, (w) “as built” plans and specifications with respect to all mechanical, electrical and plumbing work performed as part of the Initial Tenant Work, and design drawings marked to show major changes for all other work performed as part of the Initial Tenant Work, in each case, in CAD files on diskette or other media, by e-mail sent to Landlord at ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ in AutoCAD.DWG format, and on paper; (x) a certificate signed by an officer of Tenant or Tenant’s architect certifying that all of the Initial Tenant Work has been satisfactorily completed substantially in accordance with the plans and specifications previously approved by Landlord, (y) a general release from Tenant’s general contractor releasing Landlord and Tenant from all liability for the Initial Tenant Work and “final” lien waivers (in recordable form and in a form reasonably satisfactory to Landlord) from all Lienable Contractors performing the Initial Tenant Work (provided, that if one or more such lien waivers in respect of work costing not more than $25,000.00 with respect to any one Lienable Contractor are not available, Tenant may instead provide a certificate that the amount in question has been paid but that the applicable Lienable Contractor has failed or refused to provide a lien waiver), and (z) all Building Department sign-offs, approvals and inspection certificates and any permits required to be issued by the Building Department or any other governmental entities having jurisdiction thereover.