Common use of Disbursement of the Tenant Improvement Allowance Clause in Contracts

Disbursement of the Tenant Improvement Allowance. During the design and construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application and certification (the ”Payment Application”) for payment of the “Contractor,” as that term is defined in Section 4.1 of this Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of the Tenant Improvements, on or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design and allowances set forth in Section 2.1 (collectively, the “Allowances”) shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s reasonable disbursement process) for costs related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the “Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a Items”Submittal Date”), Tenant shall deliver to Landlord: ): (i) an application and certification (the ”Payment Application”) for payment of the fees of the “ContractorArchitect”, as that term is defined in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 4.1 3.1 of this Tenant Work Letter, including, without limitation, the “Systems Plans,” as that term is defined in Section 3.4.2 of this Tenant Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade provided that such fees of percentage of completion of the Tenant Improvements Landlord and its consultants shall not exceed $7,500.00 in the Premisesaggregate), detailing the portion of the work completed and the portion not completed; (ii) appropriate executed progress mechanics’ lien releases which comply costs incurred in obtaining any permits required in connection with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of the Tenant Improvements, on (iii) the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iv) the cost of any changes to the Construction Drawings or before Tenant Improvements required by all applicable building codes (the date occurring “Code”); (v) as to Tenant for costs expended by Tenant as to which Tenant is entitled to reimbursement under Section 2.1 (the “Tenant Reimbursement Payments”). Any Tenant Reimbursement Payments shall be made to Tenant within thirty (30) days after Tenant’s delivery of applicable invoices marked paid, or other reasonable evidence of payment, together with any applicable lien releases; (vi) the Submittal Date, “Landlord Supervision Fee,” as that term is defined in Section 4.3.2 of this Tenant Work Letter; and assuming Landlord receives all (vi) a portion of the information described in items (i) through (iii)costs of the tenant demising walls and public corridor walls and materials, aboveif any, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant as designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During the design and construction of the Tenant Improvements, Landlord shall make monthly Subject to ------------------------------------------------ Tenant's right to receive disbursements of the Tenant Improvement Allowance for as set forth herein, Tenant shall pay all costs related to the construction of the Tenant Improvements. The Tenant Improvement Allowance Items shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process to Tenant or directly to Tenant's Contractor, as requested) for costs related to the construction of the Tenant Improvements and for the benefit following items and costs (collectively, the "Tenant Improvement Allowance Items"): (i) payment of the fees of the "Architect" and the "Engineers," as those terms are defined in Section 3.1 of this Tenant Work Letter, and payment ----------- of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the "Construction Drawings," as that term is defined in Section 3.1 of ----------- this Tenant Work Letter; (ii) the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or Tenant Improvements required by Code; (iv) the "Landlord Administration Fee", as that term is defined in Section ------- 4.3.2 of this Tenant Work Letter; (v) the cost of any demolition of existing ----- improvements in the Premises; and (vi) permits. Notwithstanding the foregoing, (a) up to Twelve Thousand Seven Hundred Seventy-Three Dollars Forty Cents ($12,773.40) calculated at the rate of $.15 per usable square foot of the Premises, including the Must-Take Space of the Tenant Improvement Allowance may be used for preliminary space planning services by Tenant's Architect; and (b) up to One Hundred Seventy Thousand Three Hundred Twelve Dollars ($170,312.00) calculated at the rate of $2.00 per usable square foot of the Premises, including the Must-Take Space may be used for Tenant's relocation/expansion costs such as data and communication cabling, furniture disassembly and reassembly and related expenses. The aggregate amount payable to Landlord (but exclusive of any amounts payable to third parties under clause (i)) pursuant to clauses (i) and (iv) shall not exceed two percent (2%) of the Tenant Improvement Allowance. As a condition to Landlord's disbursement to Tenant of the Tenant Improvement Allowance for construction of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”)Improvements, Tenant shall deliver to Landlord: (i) an application and certification original lien waivers (unconditional for the ”Payment Application”) for payment of the “Contractor,” as that term is defined in Section 4.1 of this Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of the Tenant Improvements, on or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount final draw of the Tenant Improvement Allowance) from all contractors, subcontractors, materialmen, suppliers and all other persons performing work or supplying materials on or about the Premises in connection with the Tenant Improvements; and (ii) copies of appropriate invoices and other evidence showing actual costs incurred by Tenant in constructing the Tenant Improvements and, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, addition with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933the final disbursement: (a) a certificate of occupancy (if available for the construction being completed) for the Premises indicating that the Tenant Improvements and the Premises are acceptable for occupancy; (b) a copy of all building permits with all sign-offs executed; (c) Tenant's Architect's certification that the Tenant Improvements have been constructed in accordance with the Final Working Drawings and are one hundred percent (100%) complete; and (d) an affidavit from Tenant's Contractor stating that all contractors, subcontractors, materialmen, suppliers and, to the extent such persons have provided "20-day" preliminary notices as required by law, all other persons performing work or supplying materials and/or services on or about the Premises in connection with the Tenant Improvements, have been paid in full and have waived all liens and claims arising as a result of the Tenant Improvements.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process; provided such disbursement process is reasonably approved by Tenant; provided further, however, such disbursement process shall be deemed reasonable to the extent it is materially consistent with the disbursement process previously developed and currently in use between Landlord and Reno Contracting) for costs related to the construction of the Tenant Improvements and for the following items and costs (collectively, the “Tenant Improvement Allowance Items”): (i) payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter, reasonable project management fees (to the extent Tenant retains a third-party project manager), payment of plan check, permit and license fees relating to construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application and certification (the ”Payment Application”) for payment of the reasonable fees incurred by, and the actual cost of reasonably required documents and materials supplied by, Landlord in connection with the preparation and review of the “ContractorConstruction Drawings,” as that term is defined in Section 4.1 3.1 of this Tenant Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedLetter; (ii) appropriate executed progress mechanics’ lien releases which comply with the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable provisions Code; (iv) the cost of California Civil Code the Landlord’s Work; (v) the “Landlord Supervision Fee”, as that term is defined in Section 8132, and unconditional releases (with respect to payments previously made)4.3.2 of this Tenant Work Letter; and (iiivi) invoices the cost of Tenant’s signage, security and cabling systems, in an amount not EXHIBIT B to exceed $5.00 per rentable square foot of the Premises, (vii) the cost of any meters and switch gear for non-Contractor payments Tenant’s utility service, (viii) the costs associated with any commercially reasonable testing and/or inspection of the Base, Shell and other information and documentation reasonably requested Core in good faith by Landlord or Landlord’s lender. If Tenant does not elect connection with the above–referenced one installment payment upon the completion construction of the Tenant Improvements, on or before the date occurring thirty and (30ix) days after the Submittal Date, sales and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933use taxes.

Disbursement of the Tenant Improvement Allowance. During the design and construction of the Except as otherwise set forth in this Tenant ImprovementsWork Letter, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit shall be disbursed by Landlord (each of Tenant and which disbursements shall authorize the release of monies for the benefit of Tenant be made pursuant to Landlord's disbursement process, provided that the foregoing shall not serve to alter or modify the process for disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application and certification (the ”Payment Application”) for payment of the “ContractorMoving Allowance under Section 29.33 of this Lease or the process for disbursement of amounts due for "Tenant's TI Representative,” " as that term is defined in Section 4.1 6.8 of this Tenant Work Letter (or Letter, under the terms of Section 6.8 of this Tenant Work Letter) for reimbursement costs related to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion construction of the Tenant Improvements in and for the Premisesfollowing items and costs (collectively, detailing the portion "Tenant Improvement Allowance Items"): (i) payment of the work completed fees of the "Architect", as that term is defined in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by, and the portion not completed; cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the "Construction Drawings," as that term is defined in Section 3.1 of this Tenant Work Letter, including, without limitation, the "Systems Plans," as that term is defined in Section 3.4.2 of this Tenant Work Letter, (ii) appropriate executed progress mechanics’ lien releases which comply costs incurred in obtaining any permits required in connection with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of the Tenant Improvements, on (iii) the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iv) the cost of any changes to the Construction Drawings or before Tenant Improvements required by all applicable building codes (the date occurring thirty "Code"); (30v) days after the Submittal Date"Landlord Supervision Fee", as that term is defined in Section 4.3.2 of this Tenant Work Letter, and assuming Landlord receives all (vi) the "Tenant Supervision Fee," as that term is defined in Section 6.8 of the information described in items this Tenant Work Letter (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, subject to the Contractor, subcontractor, Architect, Engineer or consultant designated by terms of Section 6.8 of this Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933Work Letter).

Disbursement of the Tenant Improvement Allowance. During Except as ------------------------------------------------ otherwise set forth in this Tenant Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process) for the costs of the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the "Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: Items"): (i) an application and certification (the ”Payment Application”) for payment of the “Contractorfees of the "Architect" and the "Engineers,” " as those terms are defined in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the "Construction Drawings," as that term is defined in Section 4.1 3.1 of this Tenant Work Letter Letter; (ii) the cost of permits and construction supervision fees; (iii) the cost of any changes in the Base, Shell and Core required by the Construction Drawings; (iv) the cost of any changes to the Construction Drawings or for reimbursement to Tenant if Tenant has already paid Improvements required by applicable building codes (the Contractor or "Code"); (v) any other person or entity entitled to payment) or Tenant, as applicable, showing costs triggered by the schedule, by trade of percentage of completion performance of the Tenant Improvements which are required by any Code; and (vi) the cost of demolishing any existing improvements in the Premises. However, detailing the portion of the work completed in no event shall more than Three and the portion not completed; 00/100 Dollars (ii$3.00) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of the Tenant Improvements, on or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount per usable square foot of the Tenant Improvement Allowance, Allowance be used for the items described in (i) and (ii) above; any additional amount incurred as a result of (i) and (ii) above shall be deemed to constitute an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933Over-Allowance Amount.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process [as set forth herein]) for costs related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the “Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a Items”Submittal Date”), Tenant shall deliver to Landlord: ): (i) an application payment of the fees of the “Architect” and certification (the ”Payment Application”) “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter for space planning and design, but not for payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants (other than any structural engineer whose fees shall be in addition to Landlord’s fee) in connection with the review of the “ContractorConstruction Drawings,” as that term is defined in Section 4.1 3.1 of this Tenant Work Letter which is included in the fee described in Section 4.3.2 of this Work Letter (except for any independent structural engineer retained by Landlord in connection with the Construction Drawings); (ii) the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or for reimbursement to Tenant if Tenant has already paid Improvements required by all applicable building codes (the Contractor or other person or entity entitled to payment“Code”); (iv) or Tenantthe cost of the Landlord Work; (v) the “Landlord Supervision Fee”, as applicablethat term is defined in Section 4.3.2 of this Tenant Work Letter; (vi) any signage; (vii) permits; (ix) security systems, showing the scheduletelecommunications and data cabling; (x) moving costs; and (xi) furniture, by trade of percentage of completion of the Tenant Improvements in the Premisesfixtures and equipment, detailing provided that the portion of the work completed and the portion not completed; (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of the Tenant Improvements, on or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement AllowanceAllowance used for purchase of furniture, fixtures and equipment shall not exceed Five Dollars ($5.00) per rentable square feet in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933Premises.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the “Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a Items”Submittal Date”), Tenant shall deliver to Landlord: ): (i) an application and certification (the ”Payment Application”) for payment of the fees of the “ContractorArchitect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 4.1 3.1 of this Tenant Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedLetter; (ii) appropriate executed progress mechanics’ lien releases which comply with the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable provisions building codes (the “Code”); (iv) the cost of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made)the Landlord’s Work; and (iiiv) invoices for non-Contractor payments the “Landlord Supervision Fee”, as that term is defined in Section 4.3.2 of this Tenant Work Letter; and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion (vi) costs of the Tenant Improvementspurchase and installation of furniture, on or before fixtures and equipment in the date occurring thirty Premises (30) days after “FF&E”), provided that the Submittal Date, and assuming Landlord receives all cost of the information described FF&E shall not exceed $12.50 per rentable square feet of the Premises. Landlord shall use commercially reasonable efforts to notify Tenant as promptly as reasonably possible in the event Landlord believes, following its review of the Construction Drawings, that changes will be required as set forth in items (iii) through and/or (iii), ) above, Landlord shall deliver a check in order to allow Tenant made payable to Tenant or if Tenant elects, make applicable changes to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933Construction Drawings.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise ------------------------------------------------ set forth in this Tenant Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process) for costs related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements the "Tenant Improvement Allowance Items"): (i) payment of the fees of the "Architect" and the "Engineers," as those terms are defined in Section 3.1 of ----------- this Tenant Work Letter (provided that Tenant's right to reimbursement from the Tenant Improvement Allowance for Tenant Improvement Allowance Items the Architect's fees for preparing the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application and certification (the ”Payment Application”) for payment of the “Contractor"Preliminary Space Plan,” " as that term is defined in Section 4.1 3.1 of this Tenant ----------- Work Letter (or for reimbursement to Tenant if Tenant has already paid Letter, shall not exceed $0.12 per usable square foot of space within the Contractor or other person or entity entitled to payment) or TenantPremises), as applicable, showing the schedule, by trade of percentage of completion and payment of the Tenant Improvements fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the Premises, detailing the portion preparation and review of the work completed and the portion not completed"Construction Drawings," as that term is defined in Section 3.1 of this Tenant Work Letter; (ii) appropriate executed progress mechanics’ lien releases which comply with the cost of any changes ----------- in the Base, Shell and Core when such changes are required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable provisions building codes (the "Code"); (iv) the cost of California Civil Code the Landlord's Work; (v) the "Landlord Supervision Fee", as that term is defined in Section 8132, and unconditional releases (with respect to payments previously made)4.3.2 of this Tenant Work Letter; and (iiivi) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion a portion of the Tenant Improvements------------- costs, on or before as designated by Landlord, of the date occurring thirty (30) days after the Submittal Datetenant demising walls, and assuming Landlord receives all of the information described in items (i) through (iii)public corridor and Lobby walls and materials, aboveif any, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant as designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Work Letter, the design Tenant Improvement Allowance, the Unpaid Allowance, and any Tenant’s Funds shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s reasonable disbursement process, but in a timely manner in accordance with the construction contract to ensure timely completion of the work) for costs related to the construction of the Tenant Improvements, Landlord shall make monthly disbursements of as provided for in, and in compliance with, the “Construction Contract”, as defined below, and for the following items and costs (collectively, the “Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a Items”Submittal Date”), Tenant shall deliver to Landlord: ): (i) an application and certification (the ”Payment Application”) for payment of the fees of the “ContractorArchitect” and the “Engineers,” as those terms are defined in Section 3.1 of this Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 4.1 3.1 of this Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedLetter; (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions cost of California Civil Code Section 8132, any changes in the Premises and unconditional releases (with respect to payments previously made)the Buildings; and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested the cost of any changes to the Construction Drawings or Tenant Improvements required by applicable building codes (collectively, the “Code”), to the extent chargeable to Tenant, as opposed to the Architect or the Engineers whose oversight resulted in good faith by Landlord or Landlord’s lenderthe required changes. If Tenant does not elect Within fifteen (15) Business Days after the above–referenced one installment payment upon the completion total cost of the Tenant ImprovementsImprovements has been determined by Landlord, on or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord parties shall deliver a check to Tenant made payable to Tenant or if Tenant elects, execute an amendment to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to Lease setting forth the actual amount of the Tenant Improvement Allowance, in an amount equal amortized monthly payments for the Unpaid Allowance pursuant to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933this Section 2.1.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s reasonable disbursement process) for costs incurred by Landlord related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the “Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a Items”Submittal Date”), Tenant shall deliver to Landlord: ): (i) an application and certification (the ”Payment Application”) for payment of the fees of the “Contractor,Architect” as that term is defined in Section 4.1 3.1 of this Tenant Work Letter in connection with the preparation and review of the “Construction Documents” (as that term is defined in Section 3.1 of this Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedLetter); (ii) appropriate executed progress mechanics’ lien releases which comply with payment of the applicable provisions project management fee described above and a management fee (not to exceed two percent (2%) of California Civil Code Section 8132the hard construction costs payable to a project manager hired by Tenant, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-the cost of any changes to the Construction Documents or Tenant Improvements required by all applicable building codes (the “Code”) enacted after approval of the Construction Documents, (iv) costs payable to the Contractor payments and any subcontractors, and (v) other information and documentation reasonably requested costs incurred in good faith by Landlord or Landlord’s lenderconnection with the Tenant Improvements to the extent the same can be paid using the Tenant Improvement Allowance pursuant to the specific provisions of this Work Letter. If Tenant does not elect the above–referenced one installment payment upon Following the completion of the Tenant Improvements, Landlord shall disburse funds remaining in the Tenant Improvement Allowance, if any, to reimburse Tenant for Tenant’s out-of-pocket costs to purchase and install data and telecommunications cabling in the Premises in one lump sum payment made within forty-five (45) days after Tenant’s request if the following conditions have been fully satisfied: (a) no Event of Default then exists, (b) Landlord shall have no reason to believe that any work for which payment is requisitioned has not been properly completed, and (c) Tenant shall have complied with any other reasonable requirements for disbursement of Tenant Improvement Allowance Items that are comparable to requirements applicable to disbursements of institutional construction loans, such as the provision of mechanics lien waivers where applicable. Notwithstanding anything herein to the contrary, the Tenant Improvements Allowance must be requested by Tenant, if at all, in accordance with this paragraph on or before the date occurring thirty (30) days after that is one year following the Submittal Rent Commencement Date, and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated any portion not requested by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933such date may no longer be used by Tenant.

Disbursement of the Tenant Improvement Allowance. During the design and construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to Landlord’s standard disbursement process; provided, however, that Landlord shall have no obligation to disburse any portion of the disbursement process set forth below. On or before the twenty-fifth (25th) day Tenant Improvement Allowance until after Landlord’s receipt of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application and certification (the ”Payment Application”) for payment of the “Contractor,” as that term is defined in Section 4.1 of this Tenant Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicableLetter, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; , (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132Sections 8132¬8138 (although Landlord (and not Tenant) shall be responsible for obtaining such lien releases, and unconditional releases (with respect in connection therewith Landlord shall use commercially reasonable efforts to payments previously madepromptly obtain such lien releases); and , (iii) invoices if there is an Over-Allowance Amount required to be paid by Tenant pursuant to Section 4.3 below for non-Contractor payments and other information and documentation reasonably requested in good faith by such disbursement, Landlord or shall only be required to make a disbursement equal to Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion pro rata share of the Tenant Improvements, on or before the date occurring thirty (30) days Improvement Allowance and only after the Submittal Date, and assuming Landlord receives all Tenant has paid its pro rata share of the information described in items (i) through (iii)Over-Allowance Amount. For purposes hereof, above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant Landlord’s pro rata share for payment, up to the each such disbursement amount of the Tenant Improvement AllowanceAllowance shall equal the percentage resulting from dividing the Tenant Improvement Allowance (less sums already disbursed for any Non-Construction Allowance Items, in an amount equal to Landlord’s Share as defined below), by the total cost of the applicable Payment ApplicationTenant Improvement Allowance Items (less sums already disbursed for any Non-Construction Allowance Items) as estimated in the Cost Proposal (defined below) delivered pursuant to Section 4.2 (as may be revised from time to time), and Tenant’s pro rata share for each such disbursement of the Over-Allowance Amount shall equal the Over-Allowance Amount divided by such total cost of the Tenant Improvement Allowance Items (less sums already disbursed for any Non-Construction Allowance Items, as defined below). Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH fees and expenses of the Architect or Engineers or any other pre-construction items for which the payment scheme set forth in items (i) and (ii) of the immediately preceding sentence is not applicable (collectively, the “[***]Non-Construction Allowance Items”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933), Landlord shall make disbursements of the Tenant Improvement Allowance therefor on a monthly basis following Landlord’s receipt of invoices and other reasonable evidence that Tenant has incurred the cost for the applicable Non-Construction Allowance Items (unless Landlord has received a preliminary notice in connection with such costs, in which event conditional lien releases must be submitted in connection with such costs) and such other information and documentation reasonably required by Landlord.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise ------------------------------------------------ set forth in this Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process) for costs related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the "Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: Items"): (i) an application and certification (the ”Payment Application”) for payment of the “Contractorfees of the "Architect" and the "Engineers,” " as those terms are defined in Section 3.1 of this Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the "Construction Drawings," as that term is defined in Section 4.1 3.1 of this Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedLetter; (ii) appropriate executed progress mechanics’ lien releases which comply with the cost of any changes in the base, shell and core of the Premises required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or Tenant Improvements required by applicable provisions building codes or other laws or regulations, including without limitation, The Americans With Disabilities Act (collectively, the "Code"); (iv) the "Landlord Supervision Fee", as that term is defined in Section 4.3.2 of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made)this Work Letter; and (iiiv) invoices for a portion of the costs, if any, of the tenant demising walls and public corridor walls and materials on the floor of the Building on which the Premises is located as designated by Landlord. Notwithstanding anything in this Exhibit to the contrary, any costs that are due to the following shall not be included in the cost of Tenant Work and shall be the sole responsibility of Landlord: (i) any costs incurred due to the remediation of Hazardous Materials, where such were not caused by Tenant, and (ii) any costs incurred to correct any non- compliance with codes, laws, or statutes where such non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect compliance existed prior to the above–referenced one installment payment upon the completion commencement of the Tenant Improvements, on or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvement Allowance shall be applied to costs related to the design and construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the “Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a Items”Submittal Date”), Tenant shall deliver to Landlord: ): (i) an application and certification (the ”Payment Application”) for payment of the fees of the “ContractorArchitect”, as that term is defined in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 4.1 3.1 of this Tenant Work Letter, including, without limitation, the “Systems Plans,” as that term is defined in Section 3.4.2 of this Tenant Work Letter, (ii) reasonable costs incurred in obtaining any permits required in connection with the Tenant Improvements, (iii) the reasonable cost of changes in the Base, Shell and Core to the extent such changes are required by the Construction Drawings; (iv) the reasonable cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable building codes (the “Code”); (v) costs for telecommunications cabling to be installed in the Premises; and (vi) the “Landlord Supervision Fee”, as that term is defined in Section 4.3.2 of this Tenant Work Letter. The costs and fees of Contractor and any other Tenant Improvement Allowance Items shall be charged against the Tenant Improvement Allowance until it is fully utilized under this Tenant Work Letter (or Tenant acknowledging that Tenant shall be responsible for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion any costs in excess of the Tenant Improvements Improvement Allowance as more particularly set forth in Section 4.3.1 of this Tenant Work Letter). At least once every thirty (30) days during the Premises, detailing the portion of the work completed and the portion not completed; (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion construction of the Tenant Improvements, on or before Landlord shall furnish Tenant with a report of costs incurred hereunder since the date occurring of the last report. The fees of the Architect and any other Tenant Improvement Allowance Items incurred by Tenant directly shall be reimbursed by Landlord from the Tenant Improvement Allowance within thirty (30) days after the Submittal Datefollowing request by Tenant, which request shall be accompanied by invoices and assuming Landlord receives all of the such other information described in items (i) through (iii), above, and/or documentation as Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant electsreasonably request. 692326.07/WLA 123056-00076/7-12-12/ral/sew EXHIBIT B -1- PLAZA CENTER [Blucora, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***Inc.]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process, which shall be typical and customary of the disbursement process for similar improvements being constructed in the Comparable Buildings, with one draw/reimbursement procedure each month pursuant to timely submitted and approved invoices with respect to the construction of the Tenant Improvements, Landlord shall make monthly disbursements together with full or partial lien releases as customary under the disbursement standards set forth in this sentence) for the costs related to the construction of the Tenant Improvement Allowance Improvements and for the following items and costs (collectively, the "Tenant Improvement Allowance Items for Items"): (i) payment of the benefit fees of the "Architect" and the "Engineers," as those terms are defined in Section 3.1 of this Tenant Work Letter, and shall authorize payment of the release fees incurred by, and the cost of monies for documents and materials supplied by, the benefit of Architect and Engineers selected by Landlord and Tenant pursuant to the disbursement process set forth below. On or before provisions of this Work Letter in connection with the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application preparation and certification (the ”Payment Application”) for payment review of the “Contractor"Construction Drawings,” " as that term is defined in Section 4.1 3.1 of this Tenant Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedLetter; (ii) appropriate executed progress mechanics’ lien releases which comply with the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable provisions building codes (the "Code"); (iv) the "Landlord Supervision Fee", as that term is defined in Section 4.3.2 of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made)this Tenant Work Letter; and (iiiv) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon costs of finishing the completion tenant side of the Tenant Improvementsdemising and corridor walls, on or before the date occurring thirty (30) days after the Submittal Date, and assuming Landlord receives all of the information described as referenced in items (i) through (iii), Section 1.1.10 above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process) only for the following items and construction costs (collectively, the "Tenant Improvement Allowance Items"): 2.2.1 Payment of the fees of the "Architect" and the "Engineers," as those terms are defined in Section 3.1 of this Tenant Work Letter, which fees shall, notwithstanding anything to the contrary contained in this Tenant Work Letter, not exceed an aggregate amount equal to $3.00 per rentable square foot of the Premises, and payment of Tenant's project manager not to exceed two percent (2%) of the so called "hard" costs of constructing the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application and certification (the ”Payment Application”) for payment of the “Contractorfees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the "Construction Drawings,” " as that term is defined in Section 4.1 3.1 of this Tenant Work Letter (or for reimbursement Letter; 2.2.2 The payment of plan check, permit and license fees relating to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion construction of the Tenant Improvements in the Premises, detailing the portion Improvements; 2.2.3 The cost of the work completed and the portion not completed; (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion construction of the Tenant Improvements, on or before the date occurring thirty (30) days after the Submittal Dateincluding, without limitation, testing and inspection costs, freight elevator usage, hoisting and trash removal costs, and assuming Landlord receives contractors' fees and general conditions; 2.2.4 The cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings (including if such changes are due to the fact that such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 2.2.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable building codes (the "Code"); 2.2.6 The cost of connection of the information described in items (i) through (iii), above, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, Premises to the ContractorBuilding's energy management systems; 2.2.7 The cost of the "Landlord Supervision Fee," as that term is defined in Section 4.3.2 of this Tenant Work Letter; 2.2.8 Sales and use taxes and Title 24 fees; and 2.2.9 The cost of cabling, subcontractorsignage, Architectfurniture, Engineer or consultant designated fixtures and equipment installed by Tenant for paymentat the Premises, up which costs shall, notwithstanding anything to the contrary contained in this Tenant Work Letter, not exceed an aggregate amount equal to $15.00 per rentable square foot of the Premises. 2.2.10 All other costs to be expended by Landlord in connection with the construction of the Tenant Improvement AllowanceImprovements. 822610.04/WLA EXHIBIT B [THE BOARDWALK] 183362-00050/9-24-20/mem/mem -2- [Zentalis Pharmaceuticals, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***Inc.]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process) for costs related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the "Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: Items"): (i) an application and certification (the ”Payment Application”) for payment of the “Contractorfees of the "Architect" and the "Engineers,” " as those terms are defined in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Tenant and Tenant's consultants in connection with the preparation and review of the "Construction Drawings," as that term is defined in Section 4.1 3.1 of this Tenant Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completedLetter; (ii) appropriate executed progress mechanics’ lien releases which comply with the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable provisions of California Civil Code Section 8132, and unconditional releases building codes (with respect to payments previously madethe "Code"); and (iiiiv) invoices the cost of wiring and conduits for non-Contractor Tenant's equipment to be utilized in the Premises. Landlord agrees to provide monthly progress payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of the Tenant ImprovementsImprovement Allowance provided Tenant furnishes to Landlord such invoices, on or before the date occurring thirty (30) days after the Submittal Dateaffidavits, releases, and assuming other documentation as Landlord receives all of may reasonably request, to be assured, to Landlord's reasonable satisfaction, that the information described Tenant Improvements have been completed in items (i) through (iii), aboveaccordance with the plans and specifications approved by Landlord. Provided Tenant complies with the foregoing requirements, Landlord shall deliver a check pay all invoices presented to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, Landlord up to an amount not to exceed the amount of the Tenant Improvement Allowance for costs incurred in connection with completion of the Tenant Improvements. Tenant will be responsible for paying all costs of the Tenant Improvements in excess of the Tenant Improvement Allowance. Tenant agrees to diligently prosecute the construction of the Tenant Improvements in compliance with all applicable codes, in regulations and ordinances, without any claims for unpaid bills for material, labor or supplies. While Landlord will not receive a fee for construction services, Tenant will pay Landlord an amount equal to Landlord’s Share Two Thousand Dollars ($2,000.00) for services actually performed by Landlord during Tenant's construction of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933its Tenant Improvements.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements the “Tenant Improvement Allowance Items”): (i) payment of the fees of the “Architect” and the “Engineers,” as those terms are defined in Section 3.1 of this Tenant Work Letter (provided that Tenant’s right to reimbursement from the Tenant Improvement Allowance for Tenant Improvement Allowance Items the Architect’s fees for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application and certification (the ”Payment Application”) for payment of preparing the “ContractorFinal Space Plan,” as that term is defined in Section 4.1 3.1 of this Tenant Work Letter (or for reimbursement to Tenant if Tenant has already paid Letter, shall not exceed $0.12 per usable square foot of space within the Contractor or other person or entity entitled to payment) or TenantPremises), as applicable, showing the schedule, by trade of percentage of completion and payment of the Tenant Improvements fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the Premises, detailing the portion preparation and review of the work completed and the portion not completed“Construction Drawings,” as that term is defined in Section 3.1 of this Tenant Work Letter; (ii) appropriate executed progress mechanics’ lien releases which comply with the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (iii) the cost of any changes to the Construction Drawings or Tenant Improvements required by all applicable provisions building codes (the “Code”); (iv) the cost of California Civil Code the Landlord’s Work; (v) the “Landlord Supervision Fee”, as that term is defined in Section 8132, and unconditional releases (with respect to payments previously made)4.3.2 of this Tenant Work Letter; and (iiivi) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion a portion of the Tenant Improvementscosts, on or before as designated by Landlord, of the date occurring thirty (30) days after the Submittal Datetenant demising walls, and assuming Landlord receives all of the information described in items (i) through (iii)public corridor and Lobby walls and materials, aboveif any, Landlord shall deliver a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant as designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the design, permitting, processing, or construction of the Tenant Improvements or otherwise incurred as a result of managing the Tenant Improvement process; including but not limited to the following items and costs (collectively, the “Tenant Improvement Allowance Items”): (i) payment of the fees and expenses of any space planner used by the Landlord, including Architectural Technologies as the primary Architect/Space Planner, and the Engineers, as those terms are defined below, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord and Landlord’s consultants in connection with the preparation and review of the Construction Documents, as such term is defined in Section 3.1 of this Tenant Work Letter; (ii) the cost of governmental permits; (iii) the cost of any changes to the Construction Documents or Tenant Improvements required by applicable building codes, including but not limited to the 2010 Green Building Standards Code, and the cost of the development of an indoor air quality management plan during construction, conformance with SMACNA indoor air quality guidelines, protection of installed absorptive materials, installation of MERV 8 filters, and replacement of filtration media prior to occupancy if the system is used during construction; and (iv) the cost of construction of the Tenant Improvements, Landlord shall make monthly disbursements including, without limitation, testing and inspection costs, trash removal costs, parking fees, after-hours utilities usage, and contractors’ fees and general conditions. Notwithstanding anything to the contrary contained in this Exhibit E-2 or the Lease, if the Tenant Improvement Allowance is greater than the cost of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a ”Submittal Date”), Tenant shall deliver to Landlord: (i) an application and certification (the ”Payment Application”) for payment of the “Contractor,” as that term is defined in Section 4.1 of this Work Letter (or for reimbursement to Tenant if Tenant has already paid the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the work completed and the portion not completed; (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132, and unconditional releases (with respect to payments previously made); and (iii) invoices for non-Contractor payments and other information and documentation reasonably requested in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of the Tenant Improvements, incurred on or before the date occurring thirty twelve (3012) days after month anniversary of the Submittal Commencement Date, the excess shall be retained by Landlord and assuming Landlord receives all of the information described in items (i) through (iii), above, Landlord shall deliver have no further obligation to disburse such excess as a check to Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933.

Disbursement of the Tenant Improvement Allowance. During Except as otherwise set forth in this Tenant Work Letter, the design and Tenant Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s disbursement process) for costs related to the construction of the Tenant ImprovementsImprovements and for the following items and costs (collectively, Landlord shall make monthly disbursements of the “Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant pursuant to the disbursement process set forth below. On or before the twenty-fifth (25th) day of each month (a Items”Submittal Date”), Tenant shall deliver to Landlord: ): (i) an application and certification (the ”Payment Application”) for payment of the fees of the “ContractorArchitect”, as that term is defined in Section 3.1 of this Tenant Work Letter, and payment of the fees incurred by, and the cost of documents and materials supplied by, Landlord EXHIBIT B and Landlord’s consultants in connection with the preparation and review of the “Construction Drawings,” as that term is defined in Section 4.1 3.1 of this Tenant Work Letter Letter, including, without limitation, the “Systems Plans,” as that term is defined in Section 3.4.2 of this Tenant Work Letter, (or ii) payment of out-of-pocket costs incurred by Tenant for reimbursement to Tenant if Tenant has already paid consultants in connection with the Contractor or other person or entity entitled to payment) or Tenant, as applicable, showing the schedule, by trade of percentage of completion supervision of the Tenant Improvements in the Premises(including, detailing the portion of the work completed and the portion not completed; (ii) appropriate executed progress mechanics’ lien releases which comply with the applicable provisions of California Civil Code Section 8132without limitation, and unconditional releases (with respect to payments previously madesupervision fees); and , (iii) invoices for non-Contractor payments and other information and documentation reasonably requested costs incurred in good faith by Landlord or Landlord’s lender. If Tenant does not elect the above–referenced one installment payment upon the completion of obtaining any permits required in connection with the Tenant Improvements, on (iv) the cost of any changes in the Base, Shell and Core when such changes are required by the Construction Drawings; (v) the cost of any changes to the Construction Drawings or before Tenant Improvements required by all applicable building codes (the date occurring thirty “Code”); (30vi) days after the Submittal Date, and assuming Landlord receives all fifty percent (50%) of the information cost to construct the demising wall described in items (i) through (iii)Section 1.2, above; and (vii) the “Landlord Supervision Fee”, Landlord shall deliver a check to as that term is defined in Section 4.3.2 of this Tenant made payable to Tenant or if Tenant elects, to the Contractor, subcontractor, Architect, Engineer or consultant designated by Tenant for payment, up to the amount of the Tenant Improvement Allowance, in an amount equal to Landlord’s Share of the applicable Payment Application. Notwithstanding the foregoing, with respect to those CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933Work Letter.