Common use of Over-Allowance Amount Clause in Contracts

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the The amount (the "Over-Allowance Amount") that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceTI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date that is not otherwise included within the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount." Tenant shall pay to Landlord (a) one-half (1/2) of such Over-Allowance Amount no later than ten (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that the construction of the Tenant Improvements is completed. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountTI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Allowance. In the event that, that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance AmountAmount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete. Subject to In addition, upon Landlord's determination of the terms actual costs incurred by or on behalf of Section 2.3 Landlord for the TI Allowance Items, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of this Work Letter Agreement, in the event that Tenant fails to deliver TI Allowance and the Over-Allowance Amount as provided in this Section 4.3.1within fifteen (15) days after being billed therefor, then or Landlord may, at its optionelection, cease work in require that Tenant deposit with Landlord the Premises until full amount of such time as Landlord receives payment excess prior to Landlord's delivery of the Over-Expansion Space to Tenant. No portion of the TI Allowance Amount (and such failure to deliver shall be treated as a used to pay Tenant delay or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in accordance with the terms of Section 5.2 below)full.

Over-Allowance Amount. On the Cost Proposal Delivery DateDate and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event thatIf, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as the a result of (irequests made by Tenant or as otherwise specified in Section 5.01(h) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreementbelow, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance Amount. Subject Amount and, in any event, prior to the terms commencement of Section 2.3 the construction of this Work Letter Agreementthe revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the event that total cost of the Tenant fails to deliver Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount as provided in payments previously made by Tenant pursuant to the foregoing provisions of this Section 4.3.1, then Landlord may, at its option, cease work in Section. To the Premises until extent that such time as Landlord receives payment reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (and 30) days after receipt of such failure reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to deliver shall be treated as a Tenant delay in accordance with at the terms of Section 5.2 below)time that Landlord delivers such reconciliation to Tenant.

Over-Allowance Amount. On If the Cost Proposal Delivery Dateexceeds the Allowance, then, concurrently with its delivery to Landlord of approval of the Cost Proposal, Tenant shall identify deliver to Landlord cash in the amount of such excess (the "“Over-Allowance Amount"”) equal in two installments: 50% concurrently with its delivery to the difference between (i) the amount Landlord of its approval of the Cost Proposal Proposal, and (ii) 50% within 10 business days after Landlord’s demand following exhaustion of both the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such and any portion of the Over-Allowance AmountAmount previously delivered to Landlord. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment Any portion of the Over-Allowance Amount (and such failure to deliver held by Landlord shall be treated as a disbursed by Landlord after the Allowance. If, after the Cost Proposal is approved by Tenant, any revision is made to the Approved Construction Drawings or the Tenant delay Improvement Work that increases the Cost Proposal, or if the Cost Proposal is otherwise increased to reflect the actual cost of all Allowance Items to be incurred by Tenant in accordance connection with the terms performance of Section 5.2 below)the Tenant Improvement Work pursuant to the Approved Construction Drawings, then, Tenant shall deliver any resulting Over-Allowance Amount (or any resulting increase in the Over-Allowance Amount) to Landlord immediately upon Landlord’s request in two installments: 50% within 10 business days after Landlord’s request following such increase in the Cost Proposal, and 50% within 10 business days after Landlord’s demand following exhaustion of both the Allowance and any portion of the Over-Allowance Amount previously delivered to Landlord. If any portion of the Over-Allowance Amount remains unused after payment of all expenses related to the Tenant Improvement Work, Landlord shall return such unused portion of the Over-Allowance Amount to Tenant within 30 days following such determination.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant to disbursed by Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such basis along with any then remaining portion of the Over-Allowance AmountImprovement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance Amount. Subject In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes in advance upon receipt of notice thereof (but only to the terms extent that no Improvement Allowance funds remain unallocated and undisbursed and are available to pay for the same). Tenant shall pay all direct architectural and/or engineering fees in connection therewith, plus six percent (6%) of Section 2.3 of this Work Letter Agreement, in such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Over- Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject Tenant shall pay the Over-Allowance Amount to Landlord in accordance with the terms following schedule: (a) one-third (1/3) of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from due and payable by Tenant to Landlord on the Cost Proposal Delivery Date, (b) one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord within ten (10) days after notice from Landlord to Tenant that the Architect has reasonably determined that the Improvements are at least fifty percent (50%) complete, and (c) the remaining one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord upon the Suite 700 Commencement Date. The Over-Allowance Amount then held by Landlord shall be disbursed by Landlord on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such basis along with any then remaining portion of the Over-Allowance AmountImprovement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance Amount. Subject In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the terms need and cost for such alterations, then Tenant shall pay the cost of Section 2.3 such required changes in advance upon receipt of this Work Letter Agreementnotice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, in plus five percent (5%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver the Over-Allowance Amount at such times and in such amounts as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises Suite 700 until such time as Landlord receives such payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a default under the Lease, as amended, and a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount") ”), if any, equal to 50% of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement remaining unutilized Tenant Improvements Allowance. Subject The Over-Allowance Amount shall be disbursed by Landlord following the disbursement of any then remaining portion of the Tenant Improvements Allowance, and such disbursement shall be pursuant to the terms same procedure as the Tenant Improvements Allowance. The remaining 50% of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from paid by Tenant to the Landlord (on a pro-rata basis, based upon the percentage of once the Tenant Improvements completed) within fifteen Allowance is expended (15) days i.e. prior to the Landlord’s use of Tenant's receipt of an invoice for such portion the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by TenantImprovements, then, subject to Section 5.4, below, to the terms extent that the amount of Section 2.3 of this Work Letter Agreement, the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance AmountAmount (whether or not the Tenant Improvements Allowance has then been fully utilized). Subject to Unless otherwise agreed by the terms of Section 2.3 of this Work Letter Agreementparties, in the event that all Tenant fails to deliver Improvements paid for by the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with deemed Landlord’s property under the terms of Section 5.2 belowthe Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Cost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the The amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the applicable Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Subject Allowance attributable to the terms rentable square footage of Section 2.3 the Phase I Premises or Phase II Premises (as applicable) (less any portion thereof already disbursed by Landlord, or in the process of this Work Letter Agreementbeing disbursed by Landlord, on or before the Over-Allowance Amount applicable Cost Proposal Delivery Date) shall be delivered from Tenant referred to Landlord (on a pro-rata basis, based upon herein as the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-“Over Allowance Amount”. In the event that, after the any Cost Proposal Delivery Date, Tenant requests any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which that arise in connection with such revisions, changes or substitutions or any other shall be added to the Cost Proposal and shall be added to the Over Allowance Amount to the extent such additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as increase any existing Over Allowance Amount or result in an addition to the Over-Over Allowance Amount. Subject To the extent an Over Allowance Amount then exists, in connection with each disbursement made by Landlord with respect to the terms Tenant Improvements, Landlord shall send Tenant a calculation of, and request for, Tenant’s share of Section 2.3 the applicable disbursement (a “Disbursement Request”), which share shall be based upon achieving pari passu funding between the Tenant Improvement Allowance and Over Allowance Amount after making such disbursement. Solely by way of this Work Letter Agreementexample: Example 1: If, for Landlord’s first construction disbursement of $10,000.00, the Over Allowance Amount was then $20,000.00 and the Tenant Improvement Allowance was $80,000.00, Tenant would be required to fund $2,000.00 to Landlord from the Over Allowance Amount and Landlord would be required to fund $8,000.00 from the Tenant Improvement Allowance. Example 2: Assume the same facts as in Example 1, except that, prior to the first construction disbursement, Landlord already disbursed $10,000.00 in construction costs without any funding from Tenant prior to finalization of the applicable Cost Proposal. In such instance, Tenant would be required to fund $4,000.00 to Landlord from the Over Allowance Amount (to “catch up” to pari passu funding) and Landlord would be required to fund $6,000.00 from the Tenant Improvement Allowance. The Over Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as Landlord uses to disburse the Tenant Improvement Allowance. Tenant acknowledges that Tenant must fund the applicable portion of the Over Allowance Amount to Landlord within five (5) Business Days of receiving any Disbursement Request, and Tenant’s timely funding of all portions of the Over Allowance Amount is critical to avoid construction delays. For the avoidance of doubt, the Over Allowance Amount will be separately calculated for the Phase I Premises and the Phase II Premises, and, in the unlikely event the Tenant Improvement Allowance attributable to the Phase I Premises has any excess amount remaining after completion of the Tenant Improvements for the Phase I Premises, such excess amount may be applied to reduce any Over Allowance Amount for the Phase II Premises. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement that shall indicate the final cost of the Tenant Improvements with reasonable backup documentation therefor, and if such cost statement indicates that Tenant fails has underpaid or overpaid the Over Allowance Amount, then within thirty (30) days after receipt of such statement, Tenant shall deliver to deliver Landlord the Over-amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, as the case may be. Failure to fund all or any part of the Over Allowance Amount in connection with any Disbursement Request as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver when required shall be treated as deemed a Tenant delay in accordance with the terms of Section 5.2 below)Delay hereunder.

Over-Allowance Amount. On If the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) is greater than the amount of the Improvement AllowanceAllowance plus the Additional Allowance Amount, if applicable (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements) (such difference being referred to as the “Over-Allowance Amount”), then Tenant shall be responsible for payment of the entire Over-Allowance Amount. Subject Prior to the terms commencement of Section 2.3 construction of this Work Letter Agreementthe Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (50%) of the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basisAmount, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for and such portion of the Over-Allowance amount shall be held by Landlord and disbursed by Landlord on a pro-rata basis along with any of the then remaining portion of the Improvement Allowance plus the Additional Allowance Amount, if applicable, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In addition, Tenant shall pay to Landlord, within five (5) business days after receipt of any invoice therefor, a fraction of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which fraction shall be equal to that portion of the Over-Allowance Amount not previously deposited with Landlord as provided hereinabove divided by the amount of the Cost Proposal (each such payment hereunder being referred to as an “Over-Allowance Payment”), and Tenant’s failure to make any payment of the Over-Allowance Amount (including any Over-Allowance Payment) as and when required hereunder shall constitute a default by Tenant under this Work Letter. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition added to the Over-Allowance Amount, and 50% of the amount of such costs shall be paid to Landlord in cash and held by Landlord as provided hereinabove, and the remainder of such costs shall be payable by Tenant in Over-Allowance Payments as provided for hereinabove. Subject In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the terms need and cost for such alterations, then Tenant shall pay the cost of Section 2.3 such required changes in advance upon receipt of this Work Letter Agreementnotice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, in plus five percent (5%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver pay any portion of the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the New Premises until such time as Landlord receives payment of such portion of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)Amount.

Over-Allowance Amount. On If the Cost Construction Pricing Proposal Delivery Dateexceeds the Allowance, then Tenant shall deliver to Landlord shall identify cash in the amount of such excess (the "“Over-Allowance Amount"”) equal in accordance with the following: (a) Each calendar month during the performance of Tenant Improvement Work, Landlord shall cause the Contractor to deliver to Landlord and Tenant a request for payment (“Request for Payment”) with respect to the difference between Tenant Improvement Work performed by the Contractor and its subcontractors during the calendar month immediately preceding, which Request for Payment shall be in AIA G-702/G-703 format or another format reasonably requested by Landlord, showing the schedule of values, by trade, of percentage of completion of the Tenant Improvement Work, detailing the portion of the work completed and the portion not completed. (b) Within ten (10) business days following Tenant’s receipt of the Request for Payment, Tenant shall pay to Landlord (i) the amount Tenant’s Share of the Cost Proposal and cost of the Allowance Items specified in such Request for Payment, plus (ii) the entire amount of the Improvement Allowanceany costs specified in such Request for Payment for items requested by Tenant that are not Allowance Items. Subject to the terms of Section 2.3 of this Work Letter Agreement“Tenant’s Share” shall be a fraction, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon numerator of which is the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-aggregate cost of the Allowance Amount. In Items that exceeds the event thatTenant Improvement Allowance, after and the denominator of which is the aggregate cost of the Allowance Items, as set forth in the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, Tenant (subject to any change orders). Landlord’s payment of such amounts shall not be deemed Landlord’s approval or acceptance of the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes work furnished or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request materials supplied as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, set forth in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)Request for Payment.

Over-Allowance Amount. On If the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) is greater than the amount of the Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements) (such difference being referred to as the “Over-Allowance Amount”), then Tenant shall be responsible for payment of the entire Over-Allowance Amount. Subject Prior to the terms commencement of Section 2.3 construction of this Work Letter Agreementthe Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (50%) of the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basisAmount, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for and such portion of the Over-Allowance Amountamount shall be held by Landlord and disbursed by Landlord on a pro-rata basis along with any of the then remaining portion of the Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In addition, Tenant pay to Landlord, within five (5) days after receipt of any invoice therefor, a fraction of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which fraction shall be equal to that portion of the Over-Allowance Amount not previously deposited with Landlord as provided hereinabove divided by the amount of the Cost Proposal (each such payment hereunder being referred to as an “Over-Allowance Payment”), and Tenant’s failure to make any payment of the Over-Allowance Amount (including any Over-Allowance Payment) as and when required hereunder shall constitute a default by Tenant under this Work Letter. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition added to the Over-Allowance Amount, and 50% of the amount of such costs shall be paid to Landlord in cash and held by Landlord as provided hereinabove, and the remainder of such costs shall be payable by Tenant in Over-Allowance Payments as provided for hereinabove. Subject In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the terms need and cost for such alterations, then Tenant shall pay the cost of Section 2.3 such required changes in advance upon receipt of this Work Letter Agreementnotice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, in plus fifteen percent (15%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver pay any portion of the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Expansion Premises until such time as Landlord receives payment of such portion of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)Amount.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event thatIf, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord's ’s request as therefor to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after Tenant’s receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On Not later than five (5) Business Days after the Cost Proposal Delivery Datedate Landlord notifies Tenant of Contractor’s bid, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount estimated cost of all Allowance Items to be incurred in connection with the construction of the Cost Proposal Tenant Improvements, based in part upon Contractor’s bid (the “Final Costs”) and (ii) the amount of the Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before such date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountAllowance, and such disbursement shall be pursuant to the same procedure as the Allowance. In the event that, after the Cost Proposal Delivery Date, If at any time thereafter any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance Amount. Subject Tenant shall be responsible for all costs associated with the Tenant Improvements to the terms extent the same exceed the Allowance (notwithstanding the content of Section 2.3 the Cost Proposal). If after final determination of this Work Letter Agreementthe actual cost of the Tenant Improvements, in such actual costs are less than the event that Final Costs as determined above, Landlord shall refund to Tenant fails the amount of such difference, up to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment amount of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)paid by Tenant.

Over-Allowance Amount. On the Cost Proposal Delivery Date, --------------------- Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant to disbursed by Landlord (on a pro-rata basis, based upon the percentage after disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance AmountImprovement Allowance. In the event that, that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to In addition, upon Landlord's determination of the terms actual costs incurred by or on behalf of Section 2.3 Landlord for the Construction Costs, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of this Work Letter Agreement, in the event that Tenant fails to deliver Improvement Allowance and the Over-Allowance Amount as provided in this Section 4.3.1within fifteen (15) days after being billed therefor, then or Landlord may, at its optionelection, cease work require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the applicable portion of the Expansion Space to Tenant. No portion of the Improvement Allowance shall be used to pay Tenant or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in the Premises until such time as Landlord receives payment full. Any unused portion of the Over-Allowance Amount (will be returned to Tenant promptly after completion of the Improvements and such failure to deliver shall be treated as a Tenant delay in accordance with the terms receipt of Section 5.2 below)all invoices.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify determine the amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date that is not otherwise included within the Cost Proposal, including any costs incurred by Landlord and/or Tenant for the preparation of the Construction Drawings). Subject Tenant shall pay the Over-Allowance Amount to Landlord in accordance with the terms following schedule: (a) one-third (1/3) of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from due and payable by Tenant to Landlord on the Cost Proposal Delivery Date, (on a prob) one-rata basis, based upon the percentage of the Tenant Improvements completedthird (1/3) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance AmountAmount shall be due and payable by Tenant to Landlord within ten (10) days after notice from Landlord to Tenant that the Improvements are at least fifty percent (50%) complete, and (c) the remaining one-third (1/3) of the Over-Allowance Amount shall be due and payable by Tenant to Landlord upon the Commencement Date of this Lease. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In the event that, that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance Amount. Subject to In addition, upon Landlord’s determination of the terms actual costs incurred by or on behalf of Section 2.3 Landlord for the Improvement Allowance Items, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of this Work Letter Agreement, in the event that Tenant fails to deliver Improvement Allowance and the Over-Allowance Amount as provided in this Section 4.3.1within fifteen (15) days after being billed therefor, then or Landlord may, at its optionelection, cease work in require that Tenant deposit with Landlord the full amount of such excess prior to Landlord’s delivery of the Premises until such time as Landlord receives payment to Tenant. No portion of the Over-Improvement Allowance Amount (and such failure to deliver shall be treated as a used to pay Tenant delay or Tenant’s agents, contractors or employees, unless and until Landlord’s contractors and any other persons and entities employed by or under contract with Landlord have been paid in accordance with the terms of Section 5.2 below)full.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject Tenant shall deliver the Over-Allowance Amount in the following manner: fifty percent (50%) of the Over-Allowance Amount prior to start of construction and the terms remaining fifty percent (50%) of Section 2.3 the Over-Allowance Amount upon completion of this Work Letter Agreement, the Tenant Improvements. The Over-Allowance Amount shall be delivered from Tenant to disbursed by Landlord (on a pro-pro rata basis, based upon the percentage basis with disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On Prior to the Cost Proposal Delivery Datecommencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). In the event that the amount of the Cost Proposal is greater than the amount of the Tenant Improvement Allowance. Subject , then, within ten (10) days of request from Landlord following Landlord’s receipt of a payment request from Contractor, Tenant shall pay to Landlord a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which percentage shall be equal to the terms Over-Allowance Amount divided by the amount of Section 2.3 of this Work Letter Agreement, the Cost Proposal. The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition added to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver Cost Proposal and the Over-Allowance Amount shall be recalculated and paid by Tenant as provided above in this Section 4.3.1, then Landlord may, at its option, cease work in 4.3. 1. In the Premises until event that any such time as Landlord receives recalculation shall occur after Tenant has commenced payment of the Over-Allowance Amount (and such failure Amount, then the recalculation pursuant to deliver the immediately preceding sentence shall be treated retroactively applied and Tenant shall, within ten (10) business days, pay to Landlord any shortfall in Over-Allowance Amounts previously paid to Landlord. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord the amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject EXHIBIT E -5- 48 4.3.2 Landlord's Retainment of Contractor. After Tenant selects the Contractor, Landlord shall independently retain Contractor to construct the Tenant Improvements in accordance with the Approved Working Drawings and the Cost Proposal and Landlord shall supervise the construction by Contractor, and Tenant shall pay a construction supervision and management fee (the "Landlord Supervision Fee") to Landlord in an amount equal to the terms product of Section 2.3 of this Work Letter Agreement, in (i) ten percent (10.0%) and (ii) an amount equal to the event that Tenant fails to deliver the Over-Improvement Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of plus the Over-Allowance Amount (and as such failure Over-Allowance Amount may increase pursuant to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 belowthis Tenant Work Letter).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) If the amount of the First Floor Cost Proposal is equal to, or less than, the Maximum First Floor Allowance Amount, then Tenant shall not be obligated to pay any of the costs and (ii) expenses of the Landlord’s First Floor Expansion Premises TI Work. If the amount of the Improvement AllowanceFirst Floor Cost Proposal exceeds the Maximum First Floor Allowance Amount (the amount of such excess, the “First Floor Over Allowance Amount”), then Tenant shall pay to Landlord the First Floor Over Allowance Amount. Subject Tenant shall make progress payments to Landlord on account of the First Floor Over Allowance Amount on a monthly basis, within thirty (30) days of receipt of each Billing (as hereinafter defined). Each such monthly payment shall be an amount equal to the terms amount of Section 2.3 the subject Billing, multiplied by a fraction, expressed as a percentage, the numerator of this which is the First Floor Over Allowance Amount, and the demonimator of which is the total amount of the First Floor Cost Proposal. Notwithstanding the foregoing, from and after the date that Landlord has contributed the Maximum First Floor Allowance Amount towards the costs and expenses of the Landlord’s First Floor Expansion Premises TI Work, Tenant shall pay one hundred percent (100%) of each Billing. A Billing may not be submitted by Landlord to Tenant more than one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the amount due from Tenant, and shall include invoices from contractors, vendors and service providers, and applications for payment from the Contractor for work completed through the date of the Billing, as certified by the Contractor. Unless otherwise agreed by the parties, all Landlord’s First Floor Expansion Premises TI Work Letter Agreement, paid for by the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to deemed Landlord’s property under the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs the Lease. Tenant hereby acknowledges and agrees that Tenant shall be paid by Tenant to Landlord immediately upon responsible for all costs associated with the Landlord's request as an addition ’s First Floor Expansion Premises TI Work to the Over-Allowance Amount. Subject to extent the terms of Section 2.3 of this Work Letter Agreement, in same exceed the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Maximum First Floor Allowance Amount (notwithstanding the content of the First Floor Cost Proposal). All amounts payable by Tenant hereunder constitute Additional Rent payable pursuant to the Lease, and such the failure of Tenant to deliver timely pay same shall be treated as a Tenant delay in accordance with the terms an Event of Section 5.2 below)Default.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount") ”), if any, equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement remaining unutilized Tenant Improvements Allowance. Subject The Over-Allowance Amount shall be disbursed by Landlord following the disbursement of any then remaining portion of the Tenant Improvements Allowance, and such disbursement shall be pursuant to the terms same procedure as the Tenant Improvements Allowance. The remaining fifty percent (50%) of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from paid by Tenant to Landlord (on a pro-rata basis, based upon the percentage of once the Tenant Improvements completed) within fifteen Allowance is expended (15) days i.e. prior to Landlord’s use of Tenant's receipt of an invoice for such portion the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by TenantImprovements, then, subject to Section 5.4 below, to the terms extent that the amount of Section 2.3 of this Work Letter Agreement, the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance AmountAmount (whether or not the Tenant Improvements Allowance has then been fully used). Subject to Unless otherwise agreed by the terms of Section 2.3 of this Work Letter Agreementparties, in the event that all Tenant fails to deliver Improvements paid for by the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with deemed Landlord’s property under the terms of Section 5.2 belowthe Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Cost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from paid in three (3) installments: (a) 30% within five (5) business days following the Cost Proposal Delivery Date, (ii) 30% within five (5) business days following the date Landlord determines the Tenant to Landlord Improvements are 75% Substantially Completed; (on a pro-rata basis, based upon the percentage c) 30% within five (5) business days following Substantial Completion of the Tenant Improvements completedImprovements; and (d) the final 10% within fifteen five (155) business days of Tenant's receipt of an invoice for such portion following completion of the Over-Allowance Amountpunch list items. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject , but only to the terms extent such revisions, changes or substitutions are required by Legal Requirements, due to material shortfall or unavailability, part of Section 2.3 the permit process or requested by Tenant. In addition, if the Final Construction Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Tenant Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of this Work Letter Agreementthe need and cost for such alterations, then Tenant shall pay the cost of such required changes in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith. In the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay Delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference difference, if any, between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Subject Landlord shall disburse to Contractor monthly as work progresses the terms amount reflected in Contractor's request for payment for Tenant Improvements completed by Contractor within the Premises through the last day of the prior month less an appropriate retainage. Payment shall be made fro the Tenant Improvement Allowance and the Over-Allowance Amount deposited by Tenant with Landlord pursuant to this Section 2.3 of this Work Letter Agreement, 4.3.1. The amount distributed by Landlord in any month from the Over-Allowance Amount shall be delivered from Tenant to Landlord not exceed the amount of Contractor's request for payment (on less retainage) multiplied by a pro-rata basis, based upon fraction the percentage numerator of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of which is the Over-Allowance AmountAmount and the denominator of which is the amount of the Tenant Improvement Allowance set forth in Section 1.10 of the Lease. The balance of Contractor's request for payment shall be disbursed by landlord from the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as which increase the result cost of (i) a ratified the Tenant ChangeImprovements, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to should the terms cost of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or the Tenant Improvements increase for any other reason, such additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Subject Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date), provided, however, that Tenant shall have the option to utilize the terms of Section 2.3 of this Work Letter AgreementAdditional Allowance for the remaining fifty percent (50%) balance (and if no Additional Allowance is available, the Tenant shall pay one hundred percent (100%) of such Over-Allowance Amount to Landlord as provided above) The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountAllowances, and such disbursement shall be pursuant to the same procedure as the Allowances. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant he disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In in the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On If the Cost Construction Pricing Proposal Delivery Dateexceeds the Allowance, then Tenant shall deliver to Landlord shall identify cash in the amount of such excess (for purposes of this Exhibit B, the "“Over-Allowance Amount"”) equal to the difference between in two installments: (i) the amount fifty percent (50%) concurrently with its delivery to Landlord of its approval of the Cost Construction Pricing Proposal (the “Initial Payment”), and (ii) fifty percent (50%) upon the amount earlier of (A) 45 days after the date of commencement of construction of the Tenant Improvement AllowanceWork, or (B) the first date on which Landlord has disbursed the entire Initial Payment in accordance with the provisions hereof. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord pursuant to Landlord (on a pro-rata basisthe same procedure as the Allowance; provided, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such however, that any portion of the Over-Allowance AmountAmount held by Landlord shall be disbursed by Landlord before the Allowance. In the event thatIf, after the Cost Construction Pricing Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably is approved by Tenant, then(a) any revision is made to the Approved Additional Programming Information or the Approved Architectural Drawings, subject or Tenant disapproves any Engineering Drawings that satisfy the Engineering Requirements, or the Tenant Improvement Work is otherwise changed, in each case in a way that increases the Construction Pricing Proposal, or (b) the Construction Pricing Proposal is otherwise increased to reflect the actual cost of all Allowance Items to be incurred by Tenant in connection with the performance of the Tenant Improvement Work pursuant to the terms of Section 2.3 of this Work Letter Agreementhereof, then Tenant shall deliver any additional costs which arise in connection with such revisions, changes or substitutions resulting Over-Allowance Amount (or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to resulting increase in the Over-Allowance Amount. Subject ) to the terms of Section 2.3 of this Work Letter Agreement, Landlord within 10 business days after Landlord’s request following such increase in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)Construction Pricing Proposal.”

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant and Landlord shall identify the amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements Improvement completed) within fifteen (15) days of Tenant's ’s receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs (above the cumulative amount of the Tenant Improvement Allowance and the then-existing Over-Allowance Amount) which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant added to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the such Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a delivered from Tenant delay to Landlord in accordance with the terms preceding sentence. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base, Shell and Core (as contrasted with the Tenant Improvements), and if Landlord (in its commercially reasonable discretion) agrees to any such alterations, and notifies Tenant of Section 5.2 below)the need and cost for such alterations, then Tenant shall pay the cost of such required changes upon receipt of bills therefor. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, plus a reasonable administration fee to Landlord; provided, however, in no event shall such administrative fee exceed $250.00 with regard to any particular Base, Shell and Core alteration.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant --------------------- shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant to disbursed by Landlord (on a pro-rata basis, based upon the percentage after disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance AmountImprovement Allowance. In the event that, that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to In addition, upon Landlord's determination of the terms actual costs incurred by or on behalf of Section 2.3 Landlord for the Construction Costs, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of this Work Letter Agreement, in the event that Tenant fails to deliver Improvement Allowance and the Over-Allowance Amount as provided in this Section 4.3.1within fifteen (15) days after being billed therefor, then or Landlord may, at its optionelection, cease work require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the applicable portion of the Expansion Space or the Second Expansion Space to Tenant. No portion of the Improvement Allowance shall be used to pay Tenant or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in the Premises until such time as Landlord receives payment full. Any unused portion of the Over-Allowance Amount (will be returned to Tenant promptly after completion of the Improvements and such failure to deliver shall be treated as a Tenant delay in accordance with the terms receipt of Section 5.2 below)all invoices.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the amount (the "Over-Allowance Amount") cash in an amount, if any, equal to 50% of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceMaximum Allowance Amount (the "Over-Allowance Amount"). Subject to The Over-Allowance Amount shall be disbursed by Landlord after Landlord has made disbursements in the terms aggregate amount of Section 2.3 the Maximum Allowance Amount. The remaining 50% of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from paid by Tenant to the Landlord once the Maximum Allowance Amount is expended (on a pro-rata basis, based upon i.e. prior to the percentage Landlord's use of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by TenantWork, then, subject to Section 3.4 below, to the terms extent that the amount of Section 2.3 of this Work Letter Agreement, the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the Maximum Allowance Amount and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance AmountAmount (whether or not the Maximum Allowance Amount has then been fully utilized). Subject to Unless otherwise agreed by the terms of Section 2.3 of this parties, all Landlord Work Letter Agreement, in the event that Tenant fails to deliver paid for by the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in shall be deemed Landlord's property under the Premises until such time as Landlord receives payment terms of the Over-Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Landlord Work to the extent the same exceed the Maximum Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with notwithstanding the terms content of Section 5.2 belowthe Cost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount") ”), if any, equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement remaining unutilized Tenant Improvements Allowance. Subject The Over-Allowance Amount shall be disbursed by Landlord following the disbursement of any then remaining portion of the Tenant Improvements Allowance, and such disbursement shall be pursuant to the terms same procedure as the Tenant Improvements Allowance. The remaining fifty percent (50%) of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from paid by Tenant to the Landlord (on a pro-rata basis, based upon the percentage of once the Tenant Improvements completed) within fifteen Allowance is expended (15) days i.e. prior to the Landlord’s use of Tenant's receipt of an invoice for such portion the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by TenantImprovements, then, subject to Section 5.4, below, to the terms extent that the amount of Section 2.3 of this Work Letter Agreement, the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance AmountAmount (whether or not the Tenant Improvements Allowance has then been fully utilized). Subject to Unless otherwise agreed by the terms of Section 2.3 of this Work Letter Agreementparties, in the event that all Tenant fails to deliver Improvements paid for by the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with deemed Landlord’s property under the terms of Section 5.2 belowthe Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Cost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms Fifty percent (50%) of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from paid by Tenant within five (5) business days following the occurrence 701285.05/WLA214064-00137/12-20-12/eg/eg EXHIBIT ▇-▇- ▇▇▇▇▇▇ ▇▇▇▇▇▇ DEL MAR[Second Amendment/Substitute Premises Amendment][Volcano Corporation] of the Cost Proposal Delivery Date and the remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to Landlord when approximately fifty percent (50%) of the Improvements are complete. The Over-Allowance Amount shall be disbursed by Landlord on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such basis along with any then remaining portion of the Over-Allowance AmountImprovement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the terms need and cost for such alterations, then Tenant shall pay the cost of Section 2.3 such required changes in advance upon receipt of this Work Letter Agreementnotice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, in plus seven percent (7%) of such direct costs for Landlord's servicing and overhead. In the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the amount (the The term "Over-Allowance Amount") " shall mean the amount equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the Tenant Improvement Allowance, or Allowances if Tenant has elected to cause Landlord to provide the Additional Allowance, (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord). Subject to The Over-Allowance Amount shall be deposited with Landlord by Tenant within five (5) business days following Landlord's notice that the terms of Section 2.3 of this Work Letter AgreementAllowances have been fully disbursed, and thereafter the Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord pursuant to Landlord (on a pro-rata basis, based upon the percentage of same procedure as the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance AmountImprovement Allowance. In the event thatIf, after the Cost Proposal Delivery DateAllowances have been fully disbursed, any revisions, changes, or substitutions shall be made to the Construction Approved Working Drawings or the Tenant Improvements as at the result request of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord's request as therefor to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Upon Tenant's request from time to time, Landlord shall promptly provide Tenant with copies of all cost statements and back-up materials provided by Contractor. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, with all appropriate back-up information requested by Tenant, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after Tenant's receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Third Expansion Space Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountThird Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Third Expansion Space Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementThird Expansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the extent such additional costs increase any existing Over-Allowance Amount or result in an Over-Allowance Amount. Subject Following completion of the Third Expansion Space Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the terms final costs of Section 2.3 the Third Expansion Space Improvement Allowance Items, and within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord the amount by which (a) the final costs of the Third Expansion Space Improvement Allowance Items exceeds (b) the sum of (i) the Expansion Space Improvement Allowance paid or payable under this Tenant Work Letter AgreementLetter, in and (ii) the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment amount of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)paid by Tenant.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord Tenant shall identify the estimated amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Subject Tenant shall pay, on a monthly basis, within five (5) business days of written notice from Landlord, a percentage of each amount disbursed by Landlord to the terms Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of Section 2.3 the “Over-Allowance Amount,” as such term is defined below, divided by the amount of this Work Letter Agreementthe Cost Proposal, and such payment by Tenant shall be a condition to Landlord’s obligation to pay any further amounts of the Tenant Improvement Allowance. The Over-Allowance Amount shall be delivered from Tenant to disbursed by Landlord (on a pro-rata basis, based upon concurrently with the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements pursuant to a “Change Order,” as the result of (i) a ratified Tenant Changethat term is defined in Section 4.4, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreementbelow, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs costs, in each case to the extent set forth in the approved Change Order, shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord Lessee shall identify the deliver to Lessor cash in an amount (the "Over-Allowance Amount") equal to the difference between excess (if any) of (i) the amount of the Cost Proposal and over (ii) the amount of the Lessee Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Lessor prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountLessee Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Lessee Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementLessee Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant Lessee to Landlord Lessor immediately upon LandlordLessor's request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Lessee Improvements, Lessor shall deliver to Lessee a final cost statement which shall indicate the final costs of the Lessee Improvement Allowance Items, and if such cost statement indicates that Lessee has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord maywithin ten (10) business days after receipt of such statement, at its optionLessee shall deliver to Lessor the amount of such underpayment or Lessor shall return to Lessee the amount of such overpayment, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "OverOVER-Allowance AmountALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance, plus any Additional Tenant Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord pursuant to Landlord (on a pro-rata basis, based upon the percentage of same procedure as the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance AmountImprovement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to Notwithstanding the terms of Section 2.3 of this Work Letter Agreementforegoing, in the event that Tenant fails requests any change to deliver the Over-Allowance Amount as provided Approved Working Drawings ("Change"), which Change may result in this Section 4.3.1, then Landlord may, at its option, cease work an additive or deductive change in the Premises until such time as Landlord receives payment guaranteed maximum amount ("GMAX") of the Over-Allowance Amount Construction Contract, Landlord shall obtain from the Contractor and provide Tenant a copy of a binding change order ("Change Order") setting forth the fixed amount of increase, if any, or decrease, if any, in the GMAX and the extension of time, if any, required in the event such failure Changes are implemented. Within three (3) business days following Tenant's receipt of the proposed Change Order, Tenant shall either approve the proposed Change Order (in which case the Changes will be implemented promptly by the Contractor), or disapprove the same (in which case the Changes will not be implemented). Notwithstanding any provision of this Tenant Work Letter to deliver the contrary, no request for a Change or any other activity related to a Change shall be treated constitute a Tenant Delay unless and until (i) the same qualifies as a Tenant delay Delay under Section 5.2, below, and (ii) such Change and Change Order with respect thereto is approved in accordance with the terms of Section 5.2 below)writing by Tenant.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) If the amount of the Cost Proposal is equal to, or less than, the Maximum Allowance Amount, then Tenant shall not be obligated to pay any of the costs and (ii) expenses of the Landlord’s TI Work. If the amount of the Improvement AllowanceCost Proposal exceeds the Maximum Allowance Amount (the amount of such excess, the “Over Allowance Amount”), then Tenant shall pay to Landlord the Over Allowance Amount. Subject Tenant shall make progress payments to Landlord on account of the Over Allowance Amount on a monthly basis, within thirty (30) days of receipt of each Billing (as hereinafter defined). Each such monthly payment shall be an amount equal to the terms amount of Section 2.3 the subject Billing, multiplied by a fraction, expressed as a percentage, the numerator of this which is the Over Allowance Amount, and the demonimator of which is the total amount of the Cost Proposal. Notwithstanding the foregoing, from and after the date that Landlord has contributed the Maximum Allowance Amount towards the costs and expenses of the Landlord’s TI Work, Tenant shall pay one hundred percent (100%) of each Billing. A Billing may not be submitted by Landlord to Tenant more than one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the amount due from Tenant, and shall include invoices from contractors, vendors and service providers, and applications for payment from the Contractor for work completed through the date of the Billing, as certified by the Contractor. Unless otherwise agreed by the parties, all Landlord’s TI Work Letter Agreement, paid for by the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to deemed Landlord’s property under the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs the Lease. Tenant hereby acknowledges and agrees that Tenant shall be paid by Tenant to Landlord immediately upon responsible for all costs associated with the Landlord's request as an addition ’s TI Work to the Over-Allowance Amount. Subject to extent the terms of Section 2.3 of this Work Letter Agreement, in same exceed the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Maximum Allowance Amount (notwithstanding the content of the Cost Proposal). All amounts payable by Tenant hereunder constitute Additional Rent payable pursuant to the Lease, and such the failure of Tenant to deliver timely pay same shall be treated as a Tenant delay in accordance with the terms an Event of Section 5.2 below)Default.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the The difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance is herein called the “Over-Allowance Amount”. Subject On the Cost Proposal Delivery Date, Tenant shall deliver to the terms Landlord an amount equal to twenty percent (20%) of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount (the “Initial Payment”). Tenant shall be delivered from Tenant pay to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion remainder of the Over-Allowance AmountAmount on a pari passu basis (after deducting the Initial Payment) with Landlord’s disbursement of the Allowance as work progresses. Concurrent with Landlord’s request for payments of the Over-Allowance Amount (following the Initial Payment) Landlord shall deliver to Tenant an affidavit of the Contractor detailing the work that has been performed as of the date of such affidavit, as well as such other information as is customarily contained in requests for disbursements of construction funds. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance Amount. Subject to In addition, if the terms of Section 2.3 of this Work Letter Agreement, Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the event that Base, Shell and Core (as contrasted with the Tenant fails Improvements), and if Landlord in its sole and exclusive discretion agrees to deliver any such alterations, and notifies Tenant of the Over-Allowance Amount as provided in this Section 4.3.1need and cost for such alterations, then Landlord may, at its option, cease work Tenant shall pay the cost of such required changes upon receipt of bills therefor. Tenant shall pay all direct architectural and/or engineering fees in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)connection therewith.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceConstruction Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant held in escrow by Landlord and shall be disbursed by Landlord subsequent to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of entire Construction Allowance. Such disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Construction Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant ChangeImprovements, or (ii) a change requested by Tenant will deposit with Landlord and reasonably approved by Tenant, then, subject an amount equal to the terms of Section 2.3 of this Work Letter Agreement, any estimated additional costs which are anticipated to arise in connection with such revisions, changes or substitutions immediately upon acceptance of such revisions, changes or any other substitutions by Landlord. Such additional costs Over-Allowance Amount shall be paid held by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance AmountAmount and disbursed by Landlord in accordance with this section 4.3. Subject Within ten (10) days after Substantial Completion of the Tenant Improvements, satisfaction of all punch list items, and delivery of a final Mechanics Lien Waiver from the Contractor to the terms of Section 2.3 of this Work Letter AgreementLandlord, in the event that Landlord will return to Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment any portion of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)remaining undisbursed.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the The difference between (i) the amount of the Cost Proposal Final Costs and (ii) the amount of the Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements) is referred to herein as the “Over-Allowance Amount”. Subject to In the terms event that an Over-Allowance Amount exists in connection with the construction of Section 2.3 the Improvements, then Tenant shall pay a percentage of each amount requested by Contractor or otherwise disbursed under this Work Letter AgreementLetter, which percentage shall be equal to the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon divided by the percentage amount of the Tenant Improvements completed) within fifteen Final Costs (15) days of Tenant's receipt of an invoice for such portion after deducting from the Final Costs any amounts then expended from the Improvement Allowance, if any, in connection with the preparation of the Construction Drawings, and the cost of other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements) and such payments by Tenant (the “Over-Allowance AmountPayments”) shall be a condition to Landlord’s obligation to pay any amounts from the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery DateFinal Costs have been delivered by Tenant to Landlord, any revisions, changes, or substitutions shall be made the costs relating to the Construction Drawings or design and construction of the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreementshall change, any additional costs which arise necessary to such design and construction in connection with such revisionsexcess of the Final Costs, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of the immediately preceding sentence and the amounts to be disbursed by Landlord pursuant to the terms of this Work Letter thereafter shall be accordingly adjusted so that Landlord’s disbursements in the aggregate pursuant to the terms of this Work Letter and T▇▇▇▇▇’s Over-Allowance Payments are each proportionate to the adjusted Final Costs. In connection with any Over-Allowance Payment made by Tenant pursuant to this Section 5.2 below4.2.1, Tenant shall provide Landlord with the documents described in Sections 2.2.2.1(i), (ii), (iii) and (iv) of this Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes (the “Change-Order”) in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection with such Change-Order, plus seven percent (7%) of such direct architectural and/or engineering fees for Landlord’s servicing and overhead.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceAllowances (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountAllowances, and such disbursement shall be pursuant to the same procedure as the Allowances. In the event thatIf, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord's ’s request as therefor to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after Tenant’s receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On After Landlord’s approval of the Cost Proposal Delivery DatePhase I Tenant’s Plans and the Phase I Contractor’s execution of the Phase I Construction Contract, but before construction of the Phase I Tenant’s Improvements commences, Tenant shall provide Landlord shall identify with a detailed breakdown of the amount (Phase I Allowance Costs to be incurred or which have been incurred in connection with the "Over-Allowance Amount") equal to construction of the difference between (i) Phase I Tenant’s Improvements and which costs form a basis for the amount of the Cost Proposal Phase I Construction Contract (the “Phase I Allowance Costs Statement”). If the Phase I Allowance Costs set forth on the Phase I Allowance Costs Statement exceed the Tenant Allowance, then, concurrently with Tenant’s disclosure to Landlord of the Phase I Allowance Costs Statement, and (ii) prior to the commencement of construction of the Phase I Tenant’s Improvements, Tenant shall supply Landlord with cash in the amount of such excess (the Improvement Allowance“Over Allowance Amount”). Subject to the terms of Section 2.3 of this Work Letter Agreement, the Any Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Allowance. In the event that, that after the Cost Proposal Delivery DatePhase I Allowance Costs Statement has been delivered by Tenant to Landlord, the Phase I Allowance Costs shall increase (whether due to change orders of otherwise), then any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of resulting Over-Allowance Amount (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs resulting increase therein) shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreementwithin three (3) business days, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord mayor, at its Landlord’s option, cease work in the Premises until Tenant shall make payment for such time as Landlord receives payment of the Over-Allowance Amount (or such increase therein) out of its own funds, but Tenant shall continue to provide Landlord with the documents described in Paragraph 3(B) above. Tenant hereby acknowledges and such failure to deliver agrees that Tenant shall be treated as a Tenant delay in accordance responsible for all costs associated with the terms Phase I Tenant’s Improvements to the extent the same exceed the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Phase I Work Letter and that Landlord shall have no obligation to advance funds on behalf of Section 5.2 below)Tenant in connection with the Phase I Tenant’s Work.

Over-Allowance Amount. On Prior to the Cost Proposal Delivery Datecommencement of the construction of the Tenant Improvements, and after Landlord has accepted all subcontractor bids for the Tenant Improvements and entered into the TI Contract with Landlord's Contractor approved by Tenant pursuant to Paragraph 5.2 above, Landlord shall identify the amount provide to Tenant for Tenant's approval, which shall not be unreasonably withheld or delayed, a written detailed cost breakdown (the "Over-Allowance AmountFINAL TI COSTS STATEMENT") equal to the difference between (i) the amount ), by trade, of the Cost Proposal final TI Costs to be incurred, or which have been incurred, in connection with the design and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage construction of the Tenant Improvements completed) within fifteen to be performed by or at the direction of Landlord's Contractor (15) days of Tenant's receipt of an invoice which TI Costs for such portion construction of the Over-Allowance AmountTenant Improvements shall not exceed the GMax TI Amount approved by Tenant as part of the TI Contract) (collectively, the "FINAL TI COSTS"). In the event thatthe Final TI Costs specified on the Final TI Costs Statement exceed the Tenant Improvement Allowance (the "OVER-ALLOWANCE AMOUNT), after the Cost Proposal Delivery Date, any revisions, changes, or substitutions Tenant shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant pay to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in follows, but only to the extent Tenant is responsible for such excess TI Costs pursuant to the foregoing provisions of this Section 4.3.1, then Exhibit C (which funds from Tenant Landlord may, at its option, cease work in shall disburse only to pay for the Premises until such time as TI Costs): (i) Tenant shall pay to Landlord receives payment fifty percent (50%) of the Over-Allowance Amount within ten (10) business days after the Delivery Date; (ii) Tenant shall pay to Landlord twenty-five percent (25%) of the Over-Allowance Amount by the date which is the later of (A) forty-five (45) days after the Delivery Date, or (B) ten (10) business days after the date one-half (1/2) of the Tenant Improvements have been completed and Landlord has delivered to Tenant evidence that such failure work has been completed (including a certificate from Landlord's Contractor to deliver such effect); (iii) Tenant shall pay to Landlord fifteen percent (15%) of the Over-Allowance Amount within ten (10) business days after the later of (A) the date Landlord causes the Premises to be treated as Ready for Occupancy, and (B) the date Landlord delivers to Tenant written evidence that the entire Tenant Improvement Allowance (except for up to a ten percent (10%) retention of the Tenant delay in accordance Improvement Allowance which may be held by Landlord to protect against mechanics' liens) and the entire portions of the Over-Allowance Amount previously paid by Tenant have been fully disbursed by Landlord to pay for the TI Costs; and (iv) Tenant shall pay to Landlord the remaining ten percent (10%) of the Over-Allowance Amount within ten (10) business days after the date all of the Tenant Improvements (including Punchlist Items) have been completed and Landlord has delivered to Tenant (A) a written request for such payment together with the terms of Section 5.2 below).evidence that all such work has been completed

Over-Allowance Amount. On Tenant acknowledges that the Tenant Improvements are anticipated to cost approximately $398/rsf of the Premises; therefore, the Over-Allowance Amount will be significant. Within three (3) days after the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount") ”), if any, equal to 50% of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement remaining unused Tenant Improvements Allowance. Subject The Over-Allowance Amount shall be disbursed by Landlord prior to the terms disbursement of Section 2.3 any then remaining portion of this Work Letter Agreementthe Tenant Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvements Allowance. The remaining 50% of the Over-Allowance Amount shall be delivered from paid by Tenant to Landlord promptly once eighty percent (on a pro-rata basis, based upon the percentage 80%) of the Tenant Improvements completed) within fifteen Allowance is expended (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amountother than any contingency amount withheld). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by TenantImprovements, then, subject to Section 5.4 below, to the terms extent that the amount of Section 2.3 of this Work Letter Agreement, the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance AmountAmount (whether or not the Tenant Improvements Allowance has then been fully used). Subject to Unless otherwise agreed by the terms of Section 2.3 of this Work Letter Agreementparties, in the event that all Tenant fails to deliver Improvements paid for by the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with deemed Landlord’s property under the terms of Section 5.2 belowthe Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Cost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord Tenant shall identify the amount equal to the difference between the amount of the anticipated total costs of constructing the Tenant Improvements as identified on the Cost Proposal (the "Anticipated Costs") and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). In the event that the Anticipated Costs are greater than the amount of the Tenant Improvement Allowance (the "Anticipated Over-Allowance Amount"), then, Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage (the "Percentage") shall be equal to the Anticipated Over-Allowance Amount divided by the amount of the Anticipated Costs (after deducting from the Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvements incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant (the "Over-Allowance AmountPayments") equal shall be a condition to Landlord's obligation to pay any amounts from the Tenant Improvement Allowance (the "Tenant Improvement Allowance Payments"). After the initial determination of the Anticipated Costs, Tenant shall advise Landlord from time to time as such Anticipated Costs are further refined or determined or the costs relating to the difference between (i) the amount design and construction of the Cost Proposal Tenant Improvements otherwise change and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter AgreementAnticipated Over-Allowance Amount, and the Over-Allowance Amount Payments shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of adjusted such that the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of Improvement Allowance Payments by Landlord and the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid Payments by Tenant to Landlord immediately upon Landlord's request as an addition to shall accurately reflect the Overthen-Allowance Amountcurrent amount of Anticipated Costs. Subject to the terms of Section 2.3 of this Work Letter Agreement788288.01/WLA 375755-00007/8-9-18//ejw EXHIBIT B -3- C▇▇▇▇▇▇ HIGHLINE 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [Building 2] Roku, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).Inc.

Over-Allowance Amount. After the Construction Drawings are signed by Landlord and Tenant, Contractor shall solicit bids from at least two (2) subcontractors in each major trade for the construction of the Tenant Improvements and shall provide Tenant with a cost proposal (the "Cost Proposal") in accordance with the Construction Drawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Costs to be incurred by Tenant in connection with the design and construction of the Tenant Improvements. Tenant's approval of the Cost Proposal shall not be unreasonably withheld, conditioned or delayed and shall be deemed approved if, within ten (10) days following Tenant's receipt of the Cost Proposal, Tenant fails to deliver written notice to Landlord identifying the basis for its disapproval thereof in reasonable detail and providing suggested revisions thereto. If Tenant so timely disapproves the Cost Proposal, then the parties shall promptly meet and resolve any differences as to the Cost Proposal. Upon Tenant's approval of the Cost Proposal in accordance herewith, Landlord shall be deemed authorized by Tenant to purchase materials for and perform the work of the Tenant Improvements. The date by which Tenant must approve and deliver the Cost Proposal to Landlord is referred to herein as the "Cost Proposal Delivery Date". On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i1) the amount of the Cost Proposal and (ii2) the amount of the Improvement AllowanceAllowance (less any portion of the Allowance already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount held by Landlord shall not bear interest and shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountAllowance, and such disbursement shall be pursuant to the Landlord's customary construction disbursement procedures. In the event that, that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a summary of the terms Tenant Improvements Costs in reasonable detail. If following the completion of Section 2.3 the Tenant Improvements, it is determined by Landlord that actual Tenant Improvements Costs in excess of this Work Letter Agreement, in the event that Allowance were other than the amount theretofore paid by Tenant fails to deliver Landlord as the Over-Allowance Amount as provided in this Section 4.3.1pursuant hereto, then within fifteen (15) days thereafter, the parties shall make such adjustment payment or refund, as applicable, so that Tenant shall have paid to Landlord maythe full amount by which the actual Tenant Improvements Costs exceed the Allowance. SECTION 4 CONTRACTOR'S WARRANTIES AND GUARANTIES Landlord will, at its option, cease work in the Premises until such time as Landlord receives payment upon completion of the Over-Allowance Amount (Tenant Improvements and such failure Tenant's acceptance of the Premises, assign to deliver shall be treated as a Tenant delay in accordance with all warranties and guaranties by the terms Contractor relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to, or arising out of Section 5.2 below)the construction of, the Tenant Improvements.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the an amount (the "OverOVER-Allowance AmountALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountImprovement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject Promptly after Substantial Completion of the Improvements in the Premises, Landlord shall perform an accounting to determine the total cost of the Improvement Allowance Items and, to the terms of Section 2.3 of this Work Letter Agreement, in the event that extent Tenant fails to deliver has overpaid the Over-Allowance Amount as provided in this Section 4.3.1Amount, then Landlord mayshall refund such excess to Tenant within ten (10) days, at its optionor, cease work in the Premises until such time as Landlord receives payment of if Tenant has underpaid the Over-Allowance Amount Amount, Tenant shall pay such shortfall to Landlord within ten (and such failure to deliver shall be treated as 10) days after Tenant's receipt of a Tenant delay in accordance with the terms of Section 5.2 below)reasonably particularized invoice.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the The amount (the "Over-Allowance Amount") that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceTI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date that is not otherwise included within the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount," Tenant shall pay to Landlord (a) one-half (1/2) of such Over-Allowance Amount no later than ten (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount on or before August 15, 2001. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance Amount. TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Allowance, In the event that, that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance AmountAmount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) the remaining one-half (1/2) of such additional amount upon Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete but in no event later than August 15, 2001. Subject to the terms of Section 2.3 of this Work Letter Agreement, in In the event that any such revisions, changes or substitutions occur after August 15, 2001, Tenant fails to deliver shall pay for such additional amounts within five (5) days after Landlord's invoice therefor. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Items, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the T1 Allowance and the Over-Allowance Amount as provided in this Section 4.3.1within fifteen (15) days after being billed therefor, then or Landlord may, at its optionelection, cease work in require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Premises until such time as Landlord receives payment to Tenant. No portion of the Over-TI Allowance Amount (and such failure to deliver shall be treated as a used to pay Tenant delay or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in accordance with the terms of Section 5.2 below)full.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount") ”), if any, equal to fifty percent (50%) of the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement remaining unutilized Tenant Improvements Allowance. Subject The Over-Allowance Amount shall be disbursed by Landlord following the disbursement of any then remaining portion of the Tenant Improvements Allowance, and such disbursement shall be pursuant to the terms same procedure as the Tenant Improvements Allowance. The remaining fifty percent (50%) of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from paid by Tenant to Landlord (on a pro-rata basis, based upon the percentage of once the Tenant Improvements completed) within fifteen Allowance is expended (15) days i.e. prior to Landlord’s use of Tenant's receipt of an invoice for such portion the first installment of the Over-Allowance Amount). In the event that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by TenantImprovements, then, subject to Section 5.4 below, to the terms extent that the amount of Section 2.3 of this Work Letter Agreement, the Cost Proposal plus any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs exceeds the sum of the Tenant Improvements Allowance and any Over-Allowance Amounts previously funded by Tenant, such excess costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Over- Allowance AmountAmount (whether or not the Tenant Improvements Allowance has then been fully used). Subject to Unless otherwise agreed by the terms of Section 2.3 of this Work Letter Agreementparties, in the event that all Tenant fails to deliver Improvements paid for by the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with deemed Landlord’s property under the terms of Section 5.2 belowthe Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Cost Proposal).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the The difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject Allowance shall be referred to herein as the terms “Over-Allowance Amount.” The Over-Allowance Amount shall be delivered by Tenant to Landlord as follows: (A) twenty-five percent (25%) of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord within seven (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (157) days of Tenant's receipt of an invoice for such portion after the Cost Proposal Delivery Date, (B) another twenty-five percent (25%) of the Over-Allowance AmountAmount shall be delivered to Landlord on or before January 1, 2013, (C) another twenty-five percent (25%) of the Over-Allowance Amount shall be delivered to Landlord on or before February 1, 2013, and (D) the remaining twenty-five percent (25%) of the Over-Allowance Amount shall be delivered to Landlord on or before March 1, 2013. The Over-Allowance Amount shall be disbursed by Landlord along with any then remaining portion of the Improvement Allowance to be paid by Landlord, and such disbursement shall be pursuant to the same conditions and procedure as the Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject In addition, 692500.09/WLA371593-00023/6-13-12/ao/ao EXHIBIT B KEY CENTER[▇▇▇▇▇▇ Realty, L.P.][Concur Technologies, Inc.] if after the Final Working Drawings are approved, or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the terms need and cost for such alterations, then Tenant shall pay the cost of Section 2.3 of this Work Letter Agreement, such required changes the Over‑Allowance Amount. Tenant shall pay all direct architectural and/or engineering fees in connection therewith. In the event that Tenant fails to deliver any portion of the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On Upon Landlord's delivery of the Cost Proposal Delivery Dateto Tenant (as more particularly contemplated in Section 4.2 above), Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Initial Improvement Allowance. Subject Allowance and the Additional Allowance (to the terms extent Tenant elects to use any portion of Section 2.3 the Additional Allowance). Tenant shall deliver the amount (if any) of this Work Letter Agreement, such Over-Allowance Amount to Landlord at the time Tenant's delivers its approval of the Cost Proposal to Landlord. The Over-Allowance Amount shall be delivered from Tenant to disbursed by Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such basis along with any then remaining portion of the Over-Allowance AmountImprovement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, then any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in In the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 6.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant to disbursed by Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such basis along with any then remaining portion of the OverImprovement Allowance, and such disbursement 702009.06/WLA EXHIBIT B -5- Office Lease 110045-Allowance Amount00136/12-26-12/EG/eg [Accelrys, Inc.] shall be pursuant to the same procedure as the Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as an addition to the Over-Allowance Amount. Subject In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the terms need and cost for such alterations, then Tenant shall pay the cost of Section 2.3 such required changes in advance upon receipt of this Work Letter Agreementnotice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, in plus five percent (5%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the amount (the "Over-Allowance Amount") equal to the difference between (i) If the amount of the Third Floor Cost Proposal is equal to, or less than, the Maximum Third Floor Allowance Amount, then Tenant shall not be obligated to pay any of the costs and (ii) expenses of the Landlord’s Third Floor Expansion Premises TI Work. If the amount of the Improvement AllowanceThird Floor Cost Proposal exceeds the Maximum Third Floor Allowance Amount (the amount of such excess, the “Third Floor Over Allowance Amount”), then Tenant shall pay to Landlord the Third Floor Over Allowance Amount. Subject Tenant shall make progress payments to Landlord on account of the Third Floor Over Allowance Amount on a monthly basis, within thirty (30) days of receipt of each Billing (as hereinafter defined). Each such monthly payment shall be an amount equal to the terms amount of Section 2.3 the subject Billing, multiplied by a fraction, expressed as a percentage, the numerator of this which is the Third Floor Over Allowance Amount, and the demonimator of which is the total amount of the Third Floor Cost Proposal. Notwithstanding the foregoing, from and after the date that Landlord has contributed the Maximum Third Floor Allowance Amount towards the costs and expenses of the Landlord’s Third Floor Expansion Premises TI Work, Tenant shall pay one hundred percent (100%) of each Billing. A Billing may not be submitted by Landlord to Tenant more than one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the amount due from Tenant, and shall include invoices from contractors, vendors and service providers, and applications for payment from the Contractor for work completed through the date of the Billing, as certified by the Contractor. Unless otherwise agreed by the parties, all Landlord’s Third Floor Expansion Premises TI Work Letter Agreement, paid for by the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the Over-Allowance Amount. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to deemed Landlord’s property under the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs the Lease. Tenant hereby acknowledges and agrees that Tenant shall be paid by Tenant to Landlord immediately upon responsible for all costs associated with the Landlord's request as an addition ’s Third Floor Expansion Premises TI Work to the Over-Allowance Amount. Subject to extent the terms of Section 2.3 of this Work Letter Agreement, in same exceed the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Maximum Third Floor Allowance Amount (notwithstanding the content of the Third Floor Cost Proposal). All amounts payable by Tenant hereunder constitute Additional Rent payable pursuant to the Lease, and such the failure of Tenant to deliver timely pay same shall be treated as a Tenant delay in accordance with the terms an Event of Section 5.2 below)Default.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Expansion Space Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountExpansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Expansion Space Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementExpansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Expansion Space Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Expansion Space Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the aggregate amount of the Tenant Improvement AllowanceAllowance and the Supplemental Allowance requested by Tenant (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance or Supplemental Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, changes or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord and Tenant shall identify determine the amount (the "OverOVER-Allowance AmountALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the Tenant shall pay such Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon basis throughout the percentage course of construction of the Tenant Improvements completedas such costs are incurred. Such payment shall be deemed to constitute additional rent pursuant to the Lease (as amended) and shall be made within fifteen ten (1510) days of after Tenant's receipt of an invoice for such therefore from Landlord. Any Over-Allowance Amount paid to Landlord shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Over-Allowance AmountImprovement Allowance, and such disbursement shall be pursuant to the same procedure as the Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On Within two (2) business days following the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to To the terms of Section 2.3 of this Work Letter Agreementextent reasonably practicable, the Over-Allowance Amount and the Tenant Improvement Allowance shall be delivered disbursed by Landlord pro rata, with Landlord’s Percentage Share (as defined below) of each disbursement being funded from Tenant to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days Improvement Allowance and the balance of Tenant's receipt of an invoice for such portion of each disbursement being funded from the Over-Allowance Amount. For purposes of this Work Letter, “Landlord’s Percentage Share” shall be calculated by dividing the amount of the Tenant Improvement Allowance by the estimated budget for the Tenant Improvements (including any change orders) as reasonably determined by Landlord from time to time, and shall in no event exceed one hundred percent (100%). In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's ’s request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event thatIf, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord's ’s request as therefor to the extent such additional costs increase any existing Over- Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after ▇▇▇▇▇▇’s receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Expansion Space Improvement Allowance. Subject Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date; in accordance with the following schedule: (a) $1,000,000.00 of the Over-Allowance Amount (the "Initial Construction Deposit") shall by delivered to Landlord within two (2) business days after the terms Cost Proposal Delivery Date; and (b) the remaining balance of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered to Landlord from time-to-time (but no more frequently than once every thirty (30) days) within ten (10) business days after written request of Landlord (each, a "Funding Request") in amounts specified by Landlord in each such Funding Request. Landlord may give multiple Funding Requests. Landlord agrees that the amounts specified in each Funding Request shall be Landlord's good faith estimate of the amounts necessary to make payment to third parties for the cost of Expansion Space Improvement Allowance Items that have been incurred or will be incurred within thirty (30) days after the date of the Funding Request. Any failure of Tenant to deliver to Landlord (on a pro-rata basis, based upon the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any portion of the Over-Allowance AmountAmount in cash as and when due as provided above, which is not cured within five (5) days after receipt of written notice from Landlord of such failure, shall constitute an Event of Default under the Lease. The Over-Allowance Amount (i.e., the Initial Construction Deposit and the funds received by Landlord from Tenant under clause (b) of this Section 4.3.1) shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Expansion Space Improvement Allowance. In the event that, after the Cost Proposal Delivery Dateis approved by Tenant, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementExpansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Expansion Space Improvements, Landlord shall deliver to Tenant a final cost statement together with copies of invoices or other reasonable evidence from Landlord of such costs which shall indicate the final costs of, and payments made toward, the Expansion Space Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord the amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, as the case may be. Subject to For clarity, it is the terms intent of Section 2.3 of this Work Letter Agreement, in the event parties that Tenant fails to deliver the Over-final Over Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in be determined taking into account the Premises until such time as Landlord receives use of the entire Expansion Space Improvement Allowance for payment of the Over-Expansion Space Improvement Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)Items."

Over-Allowance Amount. On After Landlord’s approval of the Cost Proposal Delivery DatePhase II Tenant’s Plans and the Phase II Contractor’s execution of the Phase II Construction Contract, but before construction of the Phase II Tenant’s Improvements commences, Tenant shall provide Landlord shall identify with a detailed breakdown of the amount (Phase II Allowance Costs to be incurred or which have been incurred in connection with the "Over-Allowance Amount") equal to construction of the difference between (i) Phase II Tenant’s Improvements and which costs form a basis for the amount of the Cost Proposal Phase II Construction Contract (the “Phase II Allowance Costs Statement”). If the Phase II Allowance Costs set forth on the Phase II Allowance Costs Statement exceed the Remaining Allowance, then, concurrently with Tenant’s disclosure to Landlord of the Phase II Allowance Costs Statement, and (ii) prior to the commencement of construction of the Phase II Tenant’s Improvements, Tenant shall supply Landlord with cash in the amount of such excess (the Improvement Allowance“Over Allowance Amount”). Subject to the terms of Section 2.3 of this Work Letter Agreement, the Any Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountRemaining Allowance, and such disbursement shall be pursuant to the same procedure as the Remaining Allowance. In the event that, that after the Cost Proposal Delivery DatePhase II Allowance Costs Statement has been delivered by Tenant to Landlord, the Phase II Allowance Costs shall increase (whether due to change orders of otherwise), then any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of resulting Over-Allowance Amount (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreement, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs resulting increase therein) shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreementwithin three (3) business days, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord mayor, at its Landlord’s option, cease work in the Premises until Tenant shall make payment for such time as Landlord receives payment of the Over-Allowance Amount (or such increase therein) out of its own funds, but Tenant shall continue to provide Landlord with the documents described in Paragraph 3(B) above. Tenant hereby acknowledges and such failure to deliver agrees that Tenant shall be treated as a Tenant delay in accordance responsible for all costs associated with the terms Phase II Tenant’s Improvements to the extent the same exceed the aggregate amount that Landlord is required to disburse for such purpose pursuant to this Phase II Work Letter and that Landlord shall have no obligation to advance funds on behalf of Section 5.2 below)Tenant in connection with the Phase II Tenant’s Work.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify The difference between the amount of the Final Costs and the amount of the Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements) is referred to herein as the "Over-Allowance Amount") . In the event that an Over-Allowance Amount exists in connection with the construction of the Improvements, then Tenant shall pay a percentage of each amount requested by Contractor or otherwise disbursed under this Work Letter, which percentage shall be equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon divided by the percentage amount of the Tenant Improvements completed) within fifteen Final Costs (15) days of Tenant's receipt of an invoice for such portion after deducting from the Final Costs any amounts then expended from the Improvement Allowance, if any, in connection with the preparation of the Construction Drawings, and the cost of other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements) and such payments by Tenant (the "Over-Allowance AmountPayments") shall be a condition to Landlord's obligation to pay any amounts from the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery DateFinal Costs have been delivered by Tenant to Landlord, any revisions, changes, or substitutions shall be made the costs relating to the Construction Drawings or design and construction of the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreementshall change, any additional costs which arise necessary to such design and construction in connection with such revisionsexcess of the Final Costs, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of the immediately preceding sentence and the amounts to be disbursed by Landlord pursuant to the terms of this Work Letter thereafter shall be accordingly adjusted so that Landlord's disbursements in the aggregate pursuant to the terms of this Work Letter and Tenant's Over-Allowance Payments are each proportionate to the adjusted Final Costs. In connection with any Over-Allowance Payment made by Tenant pursuant to this Section 5.2 below4.2.1, Tenant shall provide Landlord with the documents described in Sections 2.2.2.1(i), (ii), (iii) and (iv) of this Work Letter, above, for Landlord's approval, prior to Tenant paying such costs. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes (the "Change-Order") in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection with such Change-Order, plus seven percent (7%) of such direct architectural and/or engineering fees for Landlord's servicing and overhead.

Over-Allowance Amount. On Prior to the Cost Proposal Delivery Datecommencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in SECTIONS 2.2.1.1 THROUGH 2.2.1.11, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of Tenant’s contract with Contractor (the “Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Tenant shall identify the supply Landlord with cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between amount by which the Final Costs exceed, by more than One Million Dollars (i) $1,000,000.00), the amount Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Cost Proposal and (ii) the amount of the Improvement AllowanceTenant Improvements). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any of the then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery DateFinal Costs have been delivered by Tenant to Landlord, any revisions, changes, or substitutions shall be made the costs relating to the Construction Drawings or design and construction of the Tenant Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter Agreementshall change, any additional costs which arise necessary to such design and construction in connection with such revisionsexcess of the Final Costs, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, or at its Landlord’s option, cease work in the Premises until Tenant shall make payments for such time as Landlord receives payment additional costs out of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)its own funds.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord Tenant shall identify be responsible for payment of the amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject The Over-Allowance Amount and the Tenant Improvement Allowance shall be disbursed on a prorata basis with the portion of each such disbursement attributable to the terms of Section 2.3 of this Work Letter Agreement, the Over-Allowance Amount being equal to the percentage that the Over-Allowance Amount bears to the Cost Proposal. Within three (3) business days of notice from Landlord of the amount of each disbursement to be made by Landlord in connection with the Tenant Improvement Allowance, Tenant shall be delivered from Tenant deliver funds to Landlord (on a pro-rata basis, based upon in the percentage of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion amount of the Over-Allowance AmountAmount portion of such disbursement. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other shall be added to the Cost Proposal to the extent such additional costs increase any existing Over-Allowance Amount or result in an Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall be paid by deliver to Tenant to Landlord immediately upon Landlord's request as an addition to a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement AllowanceAllowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of any then remaining portion of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for Improvement Allowance, and such portion of disbursement shall be pursuant to the Over-Allowance Amountsame procedure as the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord's request as to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On Tenant shall be responsible for the Cost Proposal Delivery Date, Landlord shall identify the payment of an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Subject to Tenant shall pay pro-rata portions of the terms Over-Allowance Amount, together with Landlord's disbursement of Section 2.3 the Tenant Improvement Allowance on a ratio which shall be a fraction, the numerator of this Work Letter Agreementwhich is the Over-Allowance Amount, and the denominator of which is the total of the Over-Allowance Amount and the Tenant Improvement Allowance; i.e., the Tenant Improvement Allowance and the Over-Allowance Amount shall be delivered from Tenant disbursed to Landlord (the Contractor on a pro-rata basis, based monthly basis upon the percentage approval of disbursement of the Tenant Improvements completedImprovement Allowance under Section 2.2 of this Work Letter. For example, if the fraction described above is [*], and the total of the invoices from EXHIBIT B * Portions redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. 68 the Contractor for the month is [*], Tenant shall pay to Landlord within five (5) within fifteen (15) business days of Tenant's receipt of an invoice for such portion of request therefor, [*] as the Over-Allowance AmountAmount portion of the invoice, and Landlord shall pay [*] as the Tenant Improvement Allowance amount of such invoice. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant pursuant to Landlord immediately upon Landlord's request the payment procedures described above, as an addition to the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then Landlord may, at its option, cease work in the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below).

Over-Allowance Amount. On the Cost Proposal Delivery Date, Landlord shall identify the The amount (the "Over-Allowance Amount") that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement AllowanceTI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date that is not otherwise included within the Cost Proposal) shall be referred to herein as the "OVER-ALLOWANCE AMOUNT." Tenant shall pay to Landlord (a) one-half (1/2) of such Over- Allowance Amount no later than ten (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount on or before August 15, 2001. Subject to the terms of Section 2.3 of this Work Letter Agreement, the The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountTI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Allowance. In the event that, that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance AmountAmount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) the remaining one-half (1/2) of such additional amount upon Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete but in no event later than August 15, 2001. Subject to the terms of Section 2.3 of this Work Letter Agreement, in In the event that any such revisions, changes or substitutions occur after August 15, 2001, Tenant fails to deliver shall pay for such additional amounts within five (5) days after Landlord's invoice therefor. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Items, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount as provided in this Section 4.3.1within fifteen (15) days after being billed therefor, then or Landlord may, at its optionelection, cease work in require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Premises until such time as Landlord receives payment to Tenant. No portion of the Over-TI Allowance Amount (and such failure to deliver shall be treated as a used to pay Tenant delay or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in accordance with the terms of Section 5.2 below)full.

Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord shall identify the cash in an amount (the "“Over-Allowance Amount"”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject Allowances (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date and subject to the terms of Section 2.3 of this Work Letter Agreement, the Additional Allowance). The Over-Allowance Amount shall be delivered from Tenant disbursed by Landlord prior to Landlord (on a pro-rata basis, based upon the percentage disbursement of the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such any then remaining portion of the Over-Allowance AmountAllowances, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event thatIf, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord's ’s request as therefor to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant EXHIBIT B -4- ▇▇▇▇▇▇ ▇▇▇▇▇ SCIENCE CENTER Regulus Therapeutics Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after Tenant’s receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.

Over-Allowance Amount. On Following the Cost Proposal Delivery GMAX Approval Date, Landlord Tenant shall identify pay for all costs of the amount design, permitting and construction of the Tenant Improvements in excess of the Tenant Improvement Allowance (and, if applicable, the Additional Allowance) ("Over-Allowance Amount"), which payment shall be made to Landlord in cash in installments pari passu with Landlord's distribution of the Tenant Improvement Allowance (and, if applicable, the Additional Allowance) payment of an invoice by Landlord as Landlord incurs such expenses in an amount equal to a fraction of such expenses, the difference between (i) the amount numerator of the Cost Proposal and (ii) the amount of the Improvement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, which is the Over-Allowance Amount shall be delivered from Tenant to Landlord (on a pro-rata basis, based upon less the percentage amount of the Additional Allowance Tenant Improvements completedelects to use) within fifteen (15) days and the denominator of Tenant's receipt which is the sum of an invoice for such portion of the Allowance and the Over-Allowance Amount. In the event thatIf, after the Cost Proposal Delivery GMAX Approval Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Improvements as the result of (i) a ratified Tenant Change, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subject to the terms of Section 2.3 of this Work Letter AgreementImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord immediately upon within five (5) business days after Landlord's request as therefor to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount. Subject to the terms of Section 2.3 of this Work Letter Agreement, in the event that Tenant fails to deliver the Over-Allowance Amount as provided in this Section 4.3.1, then within ten (10) business days after Tenant's receipt of such statement, Tenant shall deliver to Landlord maythe amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, at its option, cease work in as the Premises until such time as Landlord receives payment of the Over-Allowance Amount (and such failure to deliver shall be treated as a Tenant delay in accordance with the terms of Section 5.2 below)case may be.