Common use of Over-Allowance Amount Clause in Contracts

Over-Allowance Amount. The amount that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 full.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Landlord shall identify the amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Allowance (less any portion thereof already disbursed by LandlordImprovement Allowance. Subject to the terms of Section 2.3 of this Work Letter Agreement, 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. The Over-Allowance Amount shall be disbursed by delivered from Tenant to Landlord prior to (on a pro-rata basis, based upon the disbursement percentage of any then remaining the Tenant Improvements completed) within fifteen (15) days of Tenant's receipt of an invoice for such portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI AllowanceOver-Allowance Amount. 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 ImprovementsChange, 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 as follows: (1) one-half (1/2) Amount. Subject to the terms of such additional amount within five (5) days after Landlord's invoice therefor and (2) Section 2.3 of this Work Letter Agreement, in the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice event that the work Tenant fails to which the change order applies is complete. 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 deliver the Over-Allowance Amount within fifteen (15) days after being billed thereforas provided in this Section 4.3.1, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in the Premises until such time as Landlord the full amount of such excess prior to Landlord's delivery receives payment of the Expansion Space Over-Allowance Amount (and such failure to Tenant. No portion of the TI Allowance deliver shall be used to pay treated as a 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 delay in accordance with Landlord have been paid in fullthe terms of Section 5.2 below).

Over-Allowance Amount. The On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvement Allowance. In the event that If, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant ImprovementsImprovements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount as follows: and, in any event, prior to the commencement of the construction of the 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 (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2i) 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. In addition, upon Landlord's determination total cost of the actual costs incurred by or on behalf of Landlord for the TI Tenant Improvements, including all Tenant Improvement Allowance Items, Tenant shall pay Landlord and (ii) the amount, if any, by which such actual costs exceed the sum total amount of the TI Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such 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 fifteen thirty (1530) days after being billed thereforreceipt of such 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, or Landlord may, at its election, require that Tenant deposit with Landlord shall pay the full amount of such excess prior overage to Landlord's delivery of Tenant at the Expansion Space time that Landlord delivers such reconciliation to Tenant. No portion of the TI 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 full.

Over-Allowance Amount. The amount that If the Cost Proposal is equal to the difference between (i) greater than the amount of the Cost Proposal and (ii) Improvement Allowance plus the amount of the TI 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 Cost Proposal Delivery Date that is not otherwise included within commencement of construction of the Cost ProposalImprovements) shall be (such difference being referred to herein as the "“Over-Allowance Amount." ”), then Tenant shall pay to Landlord (a) one-half (1/2) be responsible for payment of such the entire Over-Allowance Amount no later than ten Amount. Prior to the commencement of construction of the Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/250%) of such the Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that the construction Amount, and such portion of the Tenant Improvements is completed. The Over-Allowance Amount amount shall be held by Landlord and disbursed by Landlord prior to on a pro-rata basis along with any of the disbursement of any then remaining portion of the TI AllowanceImprovement Allowance plus the Additional Allowance Amount, if applicable, and such disbursement shall be pursuant to the same procedure as the TI 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 that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be 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. 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 Landlord as an addition 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. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, plus five percent (5%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to pay any portion of the Over-Allowance Amount 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. In additionprovided in this Section 4.3.1, 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 within fifteen (15) days after being billed therefor, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in the New Premises until such time as Landlord the full amount receives payment of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI Over-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 fullAmount.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvement Allowance. In the event that If, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) business days after Landlord's invoice ’s request therefor and (2) to the remaining one-half (1/2) of extent 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 completecosts increase any existing Over-Allowance Amount or result in an Over-Allowance Amount. In addition, upon Landlord's determination Following completion of the actual Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs incurred by or on behalf of Landlord for the TI Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and has underpaid or overpaid the Over-Allowance Amount Amount, then within fifteen ten (1510) business days after being billed thereforTenant’s receipt of such statement, or Landlord may, at its election, require that Tenant deposit with shall deliver to Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 completedImprovement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any then remaining portion of the TI Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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 Tenant Improvements, 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 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 completeAmount. In addition, upon Landlord's determination 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 actual costs incurred by or on behalf of Landlord need and cost for the TI Allowance Itemssuch alterations, then Tenant shall pay Landlord the amountcost of such required changes in advance upon receipt of notice thereof (but only to the 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, if any, by which plus six percent (6%) of such actual direct costs exceed for Landlord’s servicing and overhead. In the sum of the TI Allowance and event that Tenant fails to deliver the Over-Allowance Amount within fifteen (15) days after being billed thereforas provided in this Section 4.3.1, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in the Premises until such time as Landlord the full amount of such excess prior to Landlord's delivery receives payment of the Expansion Space Over- Allowance Amount (and such failure to Tenant. No portion of the TI Allowance deliver shall be used to pay treated as a 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 delay in accordance with Landlord have been paid in fullthe terms of Section 5.2 below).

Over-Allowance Amount. The Not later than five (5) Business Days after the date Landlord notifies Tenant of Contractor’s bid, Tenant shall deliver to Landlord cash in an amount that is (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 TI 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 completeddate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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 Tenant Improvements, 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 as follows: Amount. Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Allowance (1) one-half (1/2) notwithstanding the content of such additional amount within five (5) days the Cost Proposal). If 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. In addition, upon Landlord's final determination of the actual costs incurred by or on behalf cost of Landlord for the TI Allowance ItemsTenant Improvements, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed are less than the sum Final Costs as determined above, Landlord shall refund to Tenant the amount of such difference, up to the TI Allowance and amount of the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to paid by Tenant. No portion of the TI 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 full.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord’s request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Allowance (less any portion thereof already disbursed by Landlord, or in Improvement Allowance. Tenant shall pay 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 Amount to Landlord in accordance with the following schedule: (a) one-half third (1/21/3) of such the Over-Allowance Amount no later than ten (10) days after shall be due and payable by Tenant to Landlord on the Cost Proposal Delivery Date and Date, (b) the other one-half third (1/21/3) of such the Over-Allowance Amount shall be due and payable by Tenant to Landlord within ten (10) days after notice from Landlord gives to Tenant written notice that the construction 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 Improvements is completedto Landlord upon the Suite 700 Commencement Date. The Over-Allowance Amount then held by Landlord shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any then remaining portion of the TI Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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 Tenant Improvements, 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 upon Landlord’s request as an addition to the Over-Allowance Amount 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 completeAmount. In addition, upon Landlord's determination 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 actual costs incurred by or on behalf of Landlord need and cost for the TI Allowance Itemssuch alterations, then Tenant shall pay Landlord the amountcost of such required changes in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, if any, by which plus five percent (5%) of such actual direct costs exceed for Landlord’s servicing and overhead. In the sum of the TI Allowance and event that Tenant fails to deliver the Over-Allowance Amount within fifteen (15) days after being billed thereforat such times and in such amounts as provided in this Section 4.3.1, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in Suite 700 until such time as Landlord the full amount of receives such excess prior to Landlord's delivery payment of the Expansion Space Over-Allowance Amount (and such failure to Tenant. No portion of the TI Allowance deliver shall be used to pay treated as a default under the Lease, as amended, and a 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 delay in accordance with Landlord have been paid in full.the terms of Section 5.2 below). EXHIBIT B

Over-Allowance Amount. The amount that is equal If the Cost Proposal exceeds the Allowance, then, concurrently with its delivery to Landlord of approval of the difference between (i) Cost Proposal, Tenant shall deliver to Landlord cash in the amount of such excess (the Cost Proposal and (ii) the amount of the TI 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 ”) in two installments: 50% concurrently with its delivery to Landlord (a) one-half (1/2) of such its approval of 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 no later than ten (10) days after previously delivered to Landlord. Any portion of the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount within ten (10) days after held by Landlord gives Tenant written notice that the construction of the Tenant Improvements is completed. The Over-Allowance Amount shall be disbursed by Landlord prior to after the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Allowance. In the event that If, after the Cost Proposal Delivery Dateis approved by Tenant, any revisions, changes, or substitutions shall be revision is made to the Approved Construction Drawings or the Tenant ImprovementsImprovement Work that increases the Cost Proposal, any additional costs which arise or if the Cost Proposal is otherwise increased to reflect the actual cost of all Allowance Items to be incurred by Tenant in connection with such revisionsthe performance of the Tenant Improvement Work pursuant to the Approved Construction Drawings, changes then, Tenant shall deliver any resulting Over-Allowance Amount (or substitutions shall be paid by Tenant any resulting increase in the Over-Allowance Amount) to Landlord as an addition to 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 as follows: (1) one-half (1/2) previously delivered to Landlord. If any portion 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. 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 within fifteen (15) days remains unused after being billed thereforpayment of all expenses related to the Tenant Improvement Work, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of shall return such excess prior to Landlord's delivery of the Expansion Space to Tenant. No unused portion of the TI Over-Allowance shall be used Amount 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 fullwithin 30 days following such determination.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord’s request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (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 TI 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 remaining unutilized Tenant Improvements is completedAllowance. The Over-Allowance Amount shall be disbursed by Landlord prior to following the disbursement of any then remaining portion of the TI Tenant Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvements Allowance. The remaining 50% of the Over-Allowance Amount shall be paid by Tenant to the Landlord once the Tenant Improvements Allowance is expended (i.e. prior to the Landlord’s use of the first installment of the Over-Allowance Amount). In the event that that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements, then, subject to Section 5.4, below, to the extent that the amount of 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 request as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) whether or not the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that Tenant Improvements Allowance has then been fully utilized). Unless otherwise agreed by the work to which the change order applies is complete. In additionparties, upon Landlord's determination of the actual costs incurred all Tenant Improvements paid for 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require shall be deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant deposit shall be responsible for all costs associated with Landlord the full amount of such excess prior Tenant Improvements to Landlord's delivery the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Expansion Space to Tenant. No portion of the TI 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 fullCost Proposal).

Over-Allowance Amount. The amount that If the Cost Proposal is equal to the difference between (i) greater than the amount of the Cost Proposal and (ii) the amount of the TI 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 that is not otherwise included within commencement of construction of the Cost ProposalImprovements) shall be (such difference being referred to herein as the "“Over-Allowance Amount." ”), then Tenant shall pay to Landlord (a) one-half (1/2) be responsible for payment of such the entire Over-Allowance Amount no later than ten Amount. Prior to the commencement of construction of the Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/250%) of such the Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that the construction Amount, and such portion of the Tenant Improvements is completed. The Over-Allowance Amount amount shall be held by Landlord and disbursed by Landlord prior to on a pro-rata basis along with any of the disbursement of any then remaining portion of the TI Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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 that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be 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. 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 Landlord as an addition 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. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, plus fifteen percent (15%) of such direct costs for Landlord’s servicing and overhead. In the event that Tenant fails to pay any portion of the Over-Allowance Amount 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. In additionprovided in this Section 4.3.1, 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 within fifteen (15) days after being billed therefor, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in the Expansion Premises until such time as Landlord the full amount receives payment of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI Over-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 fullAmount.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall identify the amount that is equal to the difference between (i) the amount of the anticipated total costs of constructing the Tenant Improvements as identified on the Cost Proposal (the "Anticipated Costs") and (ii) the amount of the TI 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 commencement of construction of the Tenant Improvements). In the event that is not 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 included within to be disbursed under this Tenant Work Letter, which percentage (the Cost Proposal"Percentage") shall be referred equal to herein as 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 Amount." Payments") 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 pay advise Landlord from time to Landlord (a) one-half (1/2) of time as such Over-Allowance Amount no later than ten (10) days after Anticipated Costs are further refined or determined or the Cost Proposal Delivery Date costs relating to the design 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. The otherwise change and the Anticipated Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI AllowanceAmount, and such disbursement shall be pursuant to the same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount 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. 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 within fifteen (15) days after being billed therefor, or Payments shall be adjusted such that the Tenant Improvement Allowance Payments by Landlord may, at its election, require that and the Over-Allowance Payments by Tenant deposit with Landlord shall accurately reflect the full then-current amount of such excess prior to Landlord's delivery of the Expansion Space to TenantAnticipated Costs. No portion of the TI Allowance shall be used to pay Tenant or Tenant's agents788288.01/WLA 375755-00007/8-9-18//ejw EXHIBIT B -3- CXXXXXX HIGHLINE 1000 Xxxxxxx Xxxxxx [Building 2] Roku, 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 full.Inc.

Over-Allowance Amount. The amount that is On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord 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 TI Maximum Allowance Amount (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"). The Over-Allowance Amount shall be disbursed by Landlord after Landlord has made disbursements in the aggregate amount of the Maximum Allowance Amount. The remaining 50% of the Over-Allowance Amount shall be paid by Tenant to the Landlord once the Maximum Allowance Amount is expended (i.e. prior to the disbursement of any then remaining portion Landlord's use of the TI Allowance, and such disbursement shall be pursuant to first installment of the same procedure as the TI AllowanceOver-Allowance Amount). In the event that that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant ImprovementsLandlord Work, then, subject to Section 3.4 below, to the extent that the amount of 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 Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) whether or not the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that Maximum Allowance Amount has then been fully utilized). Unless otherwise agreed by the work to which the change order applies is complete. In additionparties, upon Landlord's determination of the actual costs incurred all Landlord Work paid for 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require shall be deemed Landlord's property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant deposit shall be responsible for all costs associated with the Landlord Work to the full amount of such excess prior to Landlord's delivery extent the same exceed the Maximum Allowance Amount (notwithstanding the content of the Expansion Space to Tenant. No portion of the TI 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 fullCost Proposal).

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Lessee shall deliver to Lessor cash in an amount that is (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 TI 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 completedLessee Improvement Allowance. The Over-Allowance Amount shall be disbursed by Landlord Lessor prior to the disbursement of any then remaining portion of the TI Lessee Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Lessee 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 Tenant Lessee Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant Lessee to Landlord as Lessor immediately upon Lessor's request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt of such additional amount within five (5) days after Landlord's invoice therefor and (2) statement, Lessee shall deliver to Lessor 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Lessor shall return to Landlord's delivery Lessee the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The amount that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 ” The Over-Allowance Amount no later than ten shall be delivered by Tenant to Landlord as follows: (10A) twenty-five percent (25%) of the Over-Allowance Amount shall be delivered to Landlord within seven (7) days after the Cost Proposal Delivery Date and Date, (bB) the other oneanother twenty-half five percent (1/225%) of such the Over-Allowance Amount within ten shall be delivered to Landlord on or before January 1, 2013, (10C) days after Landlord gives Tenant written notice that the construction another twenty-five percent (25%) of the Tenant Improvements is completedOver-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 prior to the disbursement of along with any then remaining portion of the TI AllowanceImprovement Allowance to be paid by Landlord, and such disbursement shall be pursuant to the same conditions and procedure as the TI 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 Tenant Improvements, 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 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 completeAmount. In addition, upon Landlord's determination 692500.09/WLA371593-00023/6-13-12/ao/ao EXHIBIT B KEY CENTER[Xxxxxx 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 actual costs incurred by or on behalf of Landlord need and cost for the TI Allowance Itemssuch alterations, then Tenant shall pay Landlord the amount, if any, by which cost of such actual costs exceed required changes the sum 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 TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed thereforas provided in this Section 4.3.1, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in the Premises until such time as Landlord the full amount of such excess prior to Landlord's delivery receives payment of the Expansion Space Over-Allowance Amount (and such failure to Tenant. No portion of the TI Allowance deliver shall be used to pay treated as a 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 delay in accordance with Landlord have been paid in fullthe terms of Section 5.2 below).

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 that is not otherwise included within the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount." Date). Tenant shall pay to Landlord (a) one-half (1/2) of such deliver the Over-Allowance Amount no later than ten in the following manner: fifty percent (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/250%) of such the Over-Allowance Amount within ten prior to start of construction and the remaining fifty percent (1050%) days after Landlord gives Tenant written notice that of the construction Over-Allowance Amount upon completion of the Tenant Improvements is completedImprovements. The Over-Allowance Amount shall be disbursed by Landlord prior to the on a pro rata basis with disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord’s request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant and Landlord shall identify the amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 completedImprovement Allowance. The Over-Allowance Amount shall be disbursed by delivered from Tenant to Landlord prior to (on a pro-rata basis, based upon the disbursement percentage of any then remaining the Tenant Improvement completed) within fifteen (15) days of Tenant’s receipt of an invoice for such portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI AllowanceOver-Allowance Amount. 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 Tenant Improvements, 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 as an addition to the such Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) shall be delivered from Tenant to Landlord in accordance with 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 completepreceding sentence. In addition, upon Landlord's determination 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 the actual costs incurred by or on behalf of Landlord need and cost for the TI Allowance Itemssuch alterations, then 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount cost of such excess prior 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's delivery of the Expansion Space ; provided, however, in no event shall such administrative fee exceed $250.00 with regard to Tenant. No portion of the TI Allowance shall be used to pay Tenant or Tenant's agentsany particular Base, contractors or employees, unless Shell and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in fullCore alteration.

Over-Allowance Amount. The Prior to the commencement of construction of the Tenant Improvements, Landlord and Tenant shall identify the amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 Date). In the event 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) amount of such Over-Allowance Amount no later than ten (10) days after the Cost Proposal Delivery Date and (b) is greater than the other one-half (1/2) amount of such Over-Allowance Amount the Tenant Improvement Allowance, then, within ten (10) days after of request from Landlord gives following Landlord’s receipt of a payment request from Contractor, Tenant written notice that shall pay to Landlord a percentage of each amount requested by the construction Contractor or otherwise to be disbursed under this Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Tenant Improvements is completedCost Proposal. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition added to the Over-Allowance Amount 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. 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 Cost Proposal and the Over-Allowance Amount shall be recalculated and paid by Tenant as provided above in this Section 4.3.1. In the event that any such recalculation shall occur after Tenant has commenced payment of the Over-Allowance Amount, then the recalculation pursuant to the immediately preceding sentence shall be retroactively applied and Tenant shall, within fifteen ten (1510) 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 being billed thereforreceipt of such statement, or Landlord may, at its election, require that Tenant deposit with shall deliver to Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Allowance 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI AllowanceAllowances, and such disbursement shall be pursuant to the same procedure as the TI AllowanceAllowances. In the event that If, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and EXHIBIT B shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) business days after Landlord's invoice ’s request therefor and (2) to the remaining one-half (1/2) of extent 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 completecosts increase any existing Over-Allowance Amount or result in an Over-Allowance Amount. In addition, upon Landlord's determination Following completion of the actual Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs incurred by or on behalf of Landlord for the TI Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and has underpaid or overpaid the Over-Allowance Amount Amount, then within fifteen ten (1510) business days after being billed thereforTenant’s receipt of such statement, or Landlord may, at its election, require that Tenant deposit with shall deliver to Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (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 TI Allowance (less any portion thereof already disbursed Tenant Improvement Allowance. Landlord shall disburse to Contractor monthly as work progresses the amount reflected in Contractor's request for payment for Tenant Improvements completed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date that is not otherwise included Contractor within the Cost Proposal) Premises through the last day of the prior month less an appropriate retainage. Payment shall be referred to herein as made fro the "Over-Tenant Improvement Allowance Amount." Tenant shall pay to Landlord (a) one-half (1/2) of such and the 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 deposited by Tenant with Landlord gives Tenant written notice that the construction of the Tenant Improvements is completedpursuant to this Section 4.3.1. The amount distributed by Landlord in any month from the Over-Allowance Amount shall not exceed the amount of Contractor's request for payment (less retainage) multiplied by a fraction the numerator of which is the Over-Allowance Amount 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 prior to landlord from the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements which increase the cost of the Tenant Improvements, or should the cost of the Tenant Improvements increase for any other reason, such additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullAmount.

Over-Allowance Amount. The amount that is 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 TI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Third Floor Cost Proposal Delivery Date that is not otherwise included within exceeds the Cost Proposal) shall be referred to herein as Maximum Third Floor Allowance Amount (the "Over-amount of such excess, the “Third Floor Over Allowance Amount." ”), then Tenant shall pay to Landlord the Third Floor Over Allowance Amount. Tenant shall make progress payments to Landlord on account of the Third Floor Over Allowance Amount on a monthly basis, within thirty (a30) one-half days of receipt of each Billing (1/2as hereinafter defined). Each such monthly payment shall be an amount equal to the amount of the subject Billing, multiplied by a fraction, expressed as a percentage, the numerator of 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 such Over-Allowance Amount no later each Billing. A Billing may not be submitted by Landlord to Tenant more than ten (10) days after one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the Cost Proposal Delivery Date amount due from Tenant, and (b) shall include invoices from contractors, vendors and service providers, and applications for payment from the other one-half (1/2) of such Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that Contractor for work completed through the construction date of the Tenant Improvements is completedBilling, as certified by the Contractor. The Unless otherwise agreed by the parties, all Landlord’s Third Floor Expansion Premises TI Work paid for by the Over-Allowance Amount shall be disbursed by Landlord prior deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Landlord’s Third Floor Expansion Premises TI Work to the disbursement of any then remaining portion extent the same exceed the Maximum Third Floor Allowance Amount (notwithstanding the content of the TI Allowance, and such disbursement shall be Third Floor Cost Proposal). All amounts payable by Tenant hereunder constitute Additional Rent payable pursuant to the Lease, and the failure of Tenant to timely pay same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) Event 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullDefault.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall identify the estimated amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the TI Allowance Tenant Improvement Allowance. Tenant shall pay, on a monthly basis, within five (less any portion thereof already 5) business days of written notice from Landlord, a percentage of each amount disbursed by LandlordLandlord to the Contractor or otherwise disbursed under this Tenant Work Letter, 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) which percentage shall be referred equal to herein as the "amount of the “Over-Allowance Amount." ,” as such term is defined below, divided by the amount of the Cost Proposal, and such payment by Tenant shall be a condition to Landlord’s obligation to 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 any further amounts of the Tenant Improvements is completedImprovement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to concurrently with the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant ImprovementsImprovements pursuant to a “Change Order,” as that term is defined in Section 4.4, below, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional 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 request as an addition to the Over-Allowance Amount 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullAmount.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements, 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 as follows: (1) one-half (1/2) of such additional amount within five (5) days after Amount. EXHIBIT E -5- 48 4.3.2 Landlord's invoice therefor 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 (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 Cost Proposal and Landlord shall supervise the work to which the change order applies is complete. In additionconstruction by Contractor, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Items, and Tenant shall pay a construction supervision and management fee (the "Landlord Supervision Fee") to Landlord in an amount equal to the amount, if any, by which such actual costs exceed product of (i) ten percent (10.0%) and (ii) an amount equal to the sum of the TI Tenant Improvement Allowance and plus the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that as such Over-Allowance Amount may increase pursuant to the terms of this Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullWork Letter).

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Construction 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 completedDate). The Over-Allowance Amount shall be held in escrow by Landlord and shall be disbursed by Landlord prior subsequent to the disbursement of any then remaining portion of the TI entire Construction Allowance, and such . Such disbursement shall be pursuant to the same procedure as the TI Construction 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 Tenant Improvements, Tenant will deposit with Landlord an amount equal to 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 substitutions by Landlord. Such additional Over-Allowance Amount shall be paid held by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: and disbursed by Landlord in accordance with this section 4.3. Within ten (1) one-half (1/2) of such additional amount within five (510) 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. In addition, upon Landlord's determination Substantial Completion of the actual costs incurred by or on behalf Tenant Improvements, satisfaction of all punch list items, and delivery of a final Mechanics Lien Waiver from the Contractor to the Landlord, Landlord for the TI Allowance Items, will return to Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum any portion of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullremaining undisbursed.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (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 TI 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 Date), provided, however, that Tenant shall have the option to utilize the Additional Allowance for the remaining fifty percent (50%) balance (and if no Additional Allowance is not otherwise included within available, the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount." Tenant shall pay to Landlord one hundred percent (a) one-half (1/2100%) of such Over-Allowance Amount no later than ten (10to Landlord as provided above) 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. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI AllowanceAllowances, and such disbursement shall be pursuant to the same procedure as the TI AllowanceAllowances. 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord’s request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The Tenant shall deliver to Landlord cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Expansion Space 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 that is not otherwise included within Date; in accordance with the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount." Tenant shall pay to Landlord following schedule: (a) one-half (1/2) $1,000,000.00 of such the Over-Allowance Amount no later than ten (10the "Initial Construction Deposit") shall by delivered to Landlord within two (2) business days after the Cost Proposal Delivery Date Date; and (b) the other one-half (1/2) remaining balance of such 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 gives (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 any portion of the Over-Allowance Amount in cash as and when due as provided above, which is not cured within five (5) days after receipt of written notice that from Landlord of such failure, shall constitute an Event of Default under the construction of the Tenant Improvements is completedLease. 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 TI Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Expansion Space Improvement Allowance. In the event that that, after the Cost Proposal Delivery Dateis approved by Tenant, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Expansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord's request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the case may be. For clarity, it is the intent of the parties that the final Over Allowance Amount be determined taking into account the use of the entire Expansion Space to Tenant. No portion Improvement Allowance for payment of the TI Expansion Space 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 fullItems."

Over-Allowance Amount. The amount that is equal After Landlord’s approval of the Phase 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 with a detailed breakdown of the Phase II Allowance Costs to be incurred or which have been incurred in connection with the difference between (i) construction of the 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 TI 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-“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”). The Any Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Remaining Allowance, and such disbursement shall be pursuant to the same procedure as the TI Remaining Allowance. In the event 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, resulting Over-Allowance Amount (or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions resulting increase therein) shall be paid by Tenant to Landlord as an addition to the within three (3) business days, or, at Landlord’s option, Tenant shall make payment for such Over-Allowance Amount as follows: (1or such increase therein) one-half (1/2out of its own funds, but Tenant shall continue to provide Landlord with the documents described in Paragraph 3(B) of above. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Phase II Tenant’s Improvements to the extent the same exceed the aggregate amount that Landlord is required to disburse for such additional amount within five (5) days after Landlord's invoice therefor purpose pursuant to this Phase II Work Letter 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 Landlord shall have no obligation to which the change order applies is complete. In addition, upon Landlord's determination of the actual costs incurred by or advance funds on behalf of Landlord for Tenant in connection with 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Phase II Tenant. No portion of the TI 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 full’s Work.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Landlord shall determine the amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 that is EXHIBIT B Health Management Systems Corporate Point not otherwise included within the Cost Proposal) , including any costs incurred by Landlord and/or Tenant for the preparation of the Construction Drawings). Tenant shall be referred to herein as pay the "Over-Allowance Amount." Tenant shall pay Amount to Landlord in accordance with the following schedule: (a) one-half third (1/21/3) of such the Over-Allowance Amount no later than ten (10) days after shall be due and payable by Tenant to Landlord on the Cost Proposal Delivery Date and Date, (b) the other one-half third (1/21/3) of such the Over-Allowance Amount shall be due and payable by Tenant to Landlord within ten (10) days after notice from Landlord gives to Tenant written notice that the construction 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 Improvements is completedto 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 TI Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount 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 completeAmount. In addition, upon Landlord's ’s determination of the actual costs incurred by or on behalf of Landlord for the TI Improvement Allowance Items, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Improvement Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's ’s delivery of the Expansion Space Premises to Tenant. No portion of the TI Improvement Allowance shall be used to pay Tenant or Tenant's ’s agents, contractors or employees, unless and until Landlord's ’s contractors and any other persons and entities employed by or under contract with Landlord have been paid in full.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Allowance 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 that is not otherwise included within and subject to 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 completedAdditional Allowance). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI AllowanceAllowances, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvement Allowance. In the event that If, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) business days after Landlord's invoice ’s request therefor and (2) to the remaining one-half (1/2) of extent 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 completecosts increase any existing Over-Allowance Amount or result in an Over-Allowance Amount. In addition, upon Landlord's determination Following completion of the actual Tenant EXHIBIT B -4- XXXXXX XXXXX SCIENCE CENTER Regulus Therapeutics Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs incurred by or on behalf of Landlord for the TI Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and has underpaid or overpaid the Over-Allowance Amount Amount, then within fifteen ten (1510) business days after being billed thereforTenant’s receipt of such statement, or Landlord may, at its election, require that Tenant deposit with shall deliver to Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant --------------------- shall deliver to Landlord cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 completedImprovement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the after disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount 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 completeAmount. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance ItemsConstruction Costs, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Improvement Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, 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 TI 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 full. Any unused portion of the Over-Allowance Amount will be returned to Tenant promptly after completion of the Improvements and the receipt of all invoices.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord's request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The Tenant shall be responsible for payment of the amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). 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 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 prior in connection with the Tenant Improvement Allowance, Tenant shall deliver funds to Landlord in the disbursement amount of any then remaining the Over-Allowance Amount portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Allowancedisbursement. 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by 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 deliver to Landlord as an addition 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The Within two (2) business days following the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 that is not otherwise included within Date). To the Cost Proposal) shall be referred to herein as extent reasonably practicable, 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. The Over-Improvement Allowance Amount shall be disbursed by Landlord prior to pro rata, with Landlord’s Percentage Share (as defined below) of each disbursement being funded from the Tenant Improvement Allowance and the balance of each disbursement being funded from the Over-Allowance Amount. For purposes of any then remaining portion this Work Letter, “Landlord’s Percentage Share” shall be calculated by dividing the amount of the TI AllowanceTenant Improvement Allowance by the estimated budget for the Tenant Improvements (including any change orders) as reasonably determined by Landlord from time to time, and such disbursement shall be pursuant to the same procedure as the TI Allowancein no event exceed one hundred percent (100%). 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord’s request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the "OVER-ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Allowance (less Tenant Improvement Allowance, plus 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." Additional 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 completedImprovement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements, 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 as follows: Amount. Notwithstanding the foregoing, in the event that Tenant requests any change to the Approved Working Drawings (1) one-half "Change"), which Change may result in an additive or deductive change in the guaranteed maximum amount (1/2"GMAX") of the 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 additional amount within five Changes are implemented. Within three (53) days after Landlord's invoice therefor and (2) the remaining one-half (1/2) of such additional amount within five (5) business days following Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsproposed Change Order, Tenant shall pay Landlord either approve the amount, if any, proposed Change Order (in which case the Changes will be implemented promptly by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed thereforContractor), or Landlord maydisapprove the same (in which case the Changes will not be implemented). Notwithstanding any provision of this Tenant Work Letter to the contrary, at its election, require that no request for a Change or any other activity related to a Change shall constitute a Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI Allowance shall be used to pay Tenant or Tenant's agents, contractors or employees, Delay unless and until Landlord's contractors (i) the same qualifies as a Tenant Delay under Section 5.2, below, and any other persons (ii) such Change and entities employed Change Order with respect thereto is approved in writing by or under contract with Landlord have been paid in fullTenant.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord an amount that is (the "OVER-ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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 Tenant Improvements, 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 as follows: Amount. 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 extent Tenant has overpaid the Over-Allowance Amount, Landlord shall refund such excess to Tenant within ten (110) onedays, or, if Tenant has underpaid the Over-half Allowance Amount, Tenant shall pay such shortfall to Landlord within ten (1/2) of such additional amount within five (510) 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fulla reasonably particularized invoice.

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 cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i1) the amount of the Cost Proposal and (ii2) the amount of the TI Allowance (less any portion thereof of the Allowance 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 completedDate). The Over-Allowance Amount held by Landlord shall not bear interest and shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI AllowanceLandlord's customary construction disbursement procedures. 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, 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 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 completeAmount. In addition, upon Landlord's determination Following completion of the actual costs incurred by or on behalf of Tenant Improvements, Landlord for the TI Allowance Items, shall deliver to Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum a summary of the TI Tenant Improvements Costs in reasonable detail. If following the completion of the Tenant Improvements, it is determined by Landlord that actual Tenant Improvements Costs in excess of the Allowance and were other than the amount theretofore paid by Tenant to Landlord as the Over-Allowance Amount pursuant hereto, then within fifteen (15) days after being billed thereforthereafter, the parties shall make such adjustment payment or Landlord mayrefund, at its electionas applicable, require so that Tenant deposit with shall have paid to Landlord the full amount of such excess prior to Landlord's delivery by which the actual Tenant Improvements Costs exceed the Allowance. SECTION 4 CONTRACTOR'S WARRANTIES AND GUARANTIES Landlord will, upon completion of the Expansion Space to Tenant Improvements and Tenant. No portion 's acceptance of the TI Allowance shall be used Premises, assign to pay Tenant all warranties and guaranties by the Contractor relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to, or Tenant's agentsarising out of the construction of, 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 fullthe Tenant Improvements.

Over-Allowance Amount. The Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 completedAllowance. The Over-Allowance Amount shall be disbursed by 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 prior to determines the disbursement of any then remaining portion Tenant Improvements are 75% Substantially Completed; (c) 30% within five (5) business days following Substantial Completion of the TI Allowance, Tenant Improvements; and such disbursement shall be pursuant to (d) the same procedure as final 10% within five (5) business days following completion of the TI Allowancepunch list items. 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 Tenant Improvements, 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 as follows: (1) one-half (1/2) Amount, but only to the extent such revisions, changes or substitutions are required by Legal Requirements, due to material shortfall or unavailability, part 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 permit process or requested by Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete. In addition, upon Landlord's determination 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 the actual costs incurred by or on behalf of Landlord need and cost for the TI Allowance Itemssuch alterations, then Tenant shall pay Landlord the amount, if any, by which cost of such actual costs exceed required changes in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith. In the sum of the TI Allowance and event that Tenant fails to deliver the Over-Allowance Amount within fifteen (15) days after being billed thereforas provided in this Section 4.3.1, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in the Premises until such time as Landlord the full amount of such excess prior to Landlord's delivery receives payment of the Expansion Space Over-Allowance Amount (and such failure to Tenant. No portion of the TI Allowance deliver shall be used to pay treated as a 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 Delay in accordance with Landlord have been paid in fullthe terms of Section 5.2 below).

Over-Allowance Amount. The If the Construction Pricing Proposal exceeds the Allowance, then Tenant shall deliver to Landlord cash in the amount that is equal to of such excess (for purposes of this Exhibit B, the difference between “Over-Allowance Amount”) 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 the TI 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 ProposalA) 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) 45 days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) date of such Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that the commencement of construction of the Tenant Improvements is completedImprovement Work, or (B) the first date on which Landlord has disbursed the entire Initial Payment in accordance with the provisions hereof. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Allowance. In the event ; provided, however, that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to portion of the Over-Allowance Amount as follows: held by Landlord shall be disbursed by Landlord before the Allowance. If, after the Construction Pricing Proposal is approved by Tenant, (1a) one-half any revision is made to the Approved Additional Programming Information or the Approved Architectural Drawings, 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 (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2b) the remaining one-half (1/2) Construction Pricing Proposal is otherwise increased to reflect the actual cost of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that all Allowance Items to be incurred by Tenant in connection with the work to which the change order applies is complete. In addition, upon Landlord's determination performance of the actual costs incurred by or on behalf of Landlord for Tenant Improvement Work pursuant to the TI Allowance Itemsterms hereof, then Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI deliver any resulting Over-Allowance and Amount (or any resulting increase in the Over-Allowance Amount Amount) to Landlord within fifteen (15) 10 business days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord Landlord’s request following such increase in the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullConstruction Pricing Proposal.”

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (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 TI 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 remaining unutilized Tenant Improvements is completedAllowance. The Over-Allowance Amount shall be disbursed by Landlord prior to following the disbursement of any then remaining portion of the TI Tenant Improvements Allowance, and such disbursement shall be pursuant to the same EXHIBIT D procedure as the TI Tenant Improvements Allowance. The remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to the Landlord once the Tenant Improvements Allowance is expended (i.e. prior to the Landlord’s use of the first installment of the Over-Allowance Amount). In the event that that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements, then, subject to Section 5.4, below, to the extent that the amount of 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 request as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) whether or not the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that Tenant Improvements Allowance has then been fully utilized). Unless otherwise agreed by the work to which the change order applies is complete. In additionparties, upon Landlord's determination of the actual costs incurred all Tenant Improvements paid for 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require shall be deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant deposit shall be responsible for all costs associated with Landlord the full amount of such excess prior Tenant Improvements to Landlord's delivery the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Expansion Space to Tenant. No portion of the TI 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 fullCost Proposal).

Over-Allowance Amount. The term "Over-Allowance Amount" shall mean the amount that is equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the TI Allowance 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, 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 ). The Over-Allowance Amount no later than ten shall be deposited with Landlord by Tenant within five (105) business 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 following Landlord's notice that the construction of Allowances have been fully disbursed, and thereafter the Tenant Improvements is completed. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvement Allowance. In the event that If, 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 ImprovementsImprovements at the request of Tenant, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) business days after Landlord's invoice request therefor and (2) to the remaining one-half (1/2) of extent such additional amount costs increase any existing Over-Allowance Amount or result in an 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, then within five ten (510) business days following after Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemssuch statement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The amount that is 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 TI 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 exceeds the Cost Proposal) shall be referred to herein as Maximum Allowance Amount (the "Over-amount of such excess, the “Over Allowance Amount." ”), then Tenant shall pay to Landlord the Over Allowance Amount. Tenant shall make progress payments to Landlord on account of the Over Allowance Amount on a monthly basis, within thirty (a30) one-half days of receipt of each Billing (1/2as hereinafter defined). Each such monthly payment shall be an amount equal to the amount of the subject Billing, multiplied by a fraction, expressed as a percentage, the numerator of 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 such Over-Allowance Amount no later each Billing. A Billing may not be submitted by Landlord to Tenant more than ten (10) days after one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the Cost Proposal Delivery Date amount due from Tenant, and (b) shall include invoices from contractors, vendors and service providers, and applications for payment from the other one-half (1/2) of such Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that Contractor for work completed through the construction date of the Tenant Improvements is completedBilling, as certified by the Contractor. The Unless otherwise agreed by the parties, all Landlord’s TI Work paid for by the Over-Allowance Amount shall be disbursed by Landlord prior deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Landlord’s TI Work to the disbursement of any then remaining portion extent the same exceed the Maximum Allowance Amount (notwithstanding the content of the TI Allowance, and such disbursement shall be Cost Proposal). All amounts payable by Tenant hereunder constitute Additional Rent payable pursuant to the Lease, and the failure of Tenant to timely pay same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) Event 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullDefault.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the aggregate amount of the TI Tenant Improvement Allowance 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance or Supplemental Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvement Allowance. In the event that that, after the Cost Proposal Delivery Date, any revisions, changes, changes or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord’s request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (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 TI 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 remaining unutilized Tenant Improvements is completedAllowance. The Over-Allowance Amount shall be disbursed by Landlord prior to following the disbursement of any then remaining portion of the TI Tenant Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvements Allowance. The remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to Landlord once the Tenant Improvements Allowance is expended (i.e. prior to Landlord’s use of the first installment of the Over-Allowance Amount). In the event that that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements, then, subject to Section 5.4 below, to the extent that the amount of 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 request as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) whether or not the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that Tenant Improvements Allowance has then been fully used). Unless otherwise agreed by the work to which the change order applies is complete. In additionparties, upon Landlord's determination of the actual costs incurred all Tenant Improvements paid for 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require shall be deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant deposit shall be responsible for all costs associated with Landlord the full amount of such excess prior Tenant Improvements to Landlord's delivery the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Expansion Space to Tenant. No portion of the TI 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 fullCost Proposal).

Over-Allowance Amount. The Upon Landlord's delivery of the Cost Proposal to Tenant (as more particularly contemplated in Section 4.2 above), Landlord shall identify the amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Initial Improvement Allowance and the Additional Allowance (less to the extent Tenant elects to use any portion thereof already disbursed by Landlord, or in of 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." Additional Allowance). Tenant shall pay to Landlord deliver the amount (a) one-half (1/2if any) of such Over-Allowance Amount no later than ten (10) days after to Landlord at the time Tenant's delivers its approval of 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 completedto Landlord. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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 ImprovementsChange, or (ii) a change requested by Landlord and reasonably approved by Tenant, 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 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 completeAmount. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Items, event that Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and fails to deliver the Over-Allowance Amount within fifteen (15) days after being billed thereforas provided in this Section 4.3.1, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in the Premises until such time as Landlord the full amount of such excess prior to Landlord's delivery receives payment of the Expansion Space Over-Allowance Amount (and such failure to Tenant. No portion of the TI Allowance deliver shall be used to pay treated as a 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 delay in accordance with Landlord have been paid in full.the terms of Section 6.2 below). EXHIBIT B

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Landlord and Tenant shall determine the amount that is (the "OVER-ALLOWANCE AMOUNT") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 that is not otherwise included within the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount." Date). Tenant shall pay to Landlord (a) one-half (1/2) of such Over-Allowance Amount no later than ten on a pro-rata basis throughout the course of construction of the Improvements as such costs are incurred. Such payment shall be deemed to constitute additional rent pursuant to the Lease (10as amended) days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount shall be made within ten (10) days after Landlord gives Tenant written notice that the construction Tenant's receipt of the Tenant Improvements is completedinvoice therefore from Landlord. The Any Over-Allowance Amount paid to Landlord shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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 Tenant Improvements, 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 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullAmount.

Over-Allowance Amount. The 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 cash in an amount that is (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 TI 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 remaining unused Tenant Improvements is completedAllowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvements Allowance. The remaining 50% of the Over-Allowance Amount shall be paid by Tenant to Landlord promptly once eighty percent (80%) of the Tenant Improvements Allowance is expended (other than any contingency amount withheld). In the event that that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements, then, subject to Section 5.4 below, to the extent that the amount of 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 request as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) whether or not the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that Tenant Improvements Allowance has then been fully used). Unless otherwise agreed by the work to which the change order applies is complete. In additionparties, upon Landlord's determination of the actual costs incurred all Tenant Improvements paid for 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require shall be deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant deposit shall be responsible for all costs associated with Landlord the full amount of such excess prior Tenant Improvements to Landlord's delivery the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Expansion Space to Tenant. No portion of the TI 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 fullCost Proposal).

Over-Allowance Amount. The amount that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 completedon or before August 15, 2001. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount 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 upon Tenant's receipt of Landlord's written notice that the work to which the change order applies is completecomplete but in no event later than August 15, 2001. In the event any such revisions, changes or substitutions occur after August 15, 2001, Tenant 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 T1 Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space Premises to Tenant. No portion of the TI 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 full.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Expansion Space 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Expansion Space 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 Tenant Expansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord's request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The amount that is equal After Landlord’s approval of the Phase 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 with a detailed breakdown of the Phase I Allowance Costs to be incurred or which have been incurred in connection with the difference between (i) construction of the 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 TI 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-“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”). The Any Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Allowance. In the event 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, resulting Over-Allowance Amount (or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions resulting increase therein) shall be paid by Tenant to Landlord as an addition to the within three (3) business days, or, at Landlord’s option, Tenant shall make payment for such Over-Allowance Amount as follows: (1or such increase therein) one-half (1/2out of its own funds, but Tenant shall continue to provide Landlord with the documents described in Paragraph 3(B) of above. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Phase I Tenant’s Improvements to the extent the same exceed the aggregate amount that Landlord is required to disburse for such additional amount within five (5) days after Landlord's invoice therefor purpose pursuant to this Phase I Work Letter 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 Landlord shall have no obligation to which the change order applies is complete. In addition, upon Landlord's determination of the actual costs incurred by or advance funds on behalf of Landlord for Tenant in connection with 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Phase I Tenant. No portion of the TI 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 full’s Work.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be he disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvement Allowance. In 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord’s request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The amount that is equal to the difference between (i) the amount of the Cost Proposal Final Costs and (ii) the amount of the TI 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 that commencement of construction of the Improvements) 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. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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, any additional costs which arise an Over-Allowance Amount exists in connection with such revisionsthe construction of the Improvements, changes then Tenant shall pay a percentage of each amount requested by Contractor or substitutions otherwise disbursed under this Work Letter, which percentage shall be paid by Tenant to Landlord as an addition equal to the Over-Allowance Amount as follows: divided by the amount of the Final Costs (1after 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) oneand such payments by Tenant (the "Over-half Allowance Payments") shall be a condition to Landlord's obligation to pay any amounts from the Tenant Improvement Allowance. In the event that, after the Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Improvements shall change, any additional costs necessary to such design and construction in excess of the Final Costs, shall be 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 4.2.1, Tenant shall provide Landlord with the documents described in Sections 2.2.2.1(i), (1/2ii), (iii) and (iv) of such additional amount within five (5) days after this Work Letter, above, for Landlord's invoice therefor and (2) the remaining one-half (1/2) of approval, prior to Tenant paying 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 completecosts. In addition, upon Landlord's determination 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 actual costs incurred by or on behalf of Landlord need and cost for the TI Allowance Itemssuch alterations, then 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount cost of such excess prior to 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 delivery of the Expansion Space to Tenant. No portion of the TI Allowance shall be used to pay Tenant or Tenant's agents, contractors or employees, unless servicing and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in fulloverhead.

Over-Allowance Amount. The Tenant shall deliver to Landlord cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Allowance Improvement Allowance. Fifty percent (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 (1/250%) of such the Over-Allowance Amount no later than ten shall be paid by Tenant within five (105) business days after following the occurrence 701285.05/WLA214064-00137/12-20-12/eg/eg EXHIBIT X-0- XXXXXX XXXXXX DEL MAR[Second Amendment/Substitute Premises Amendment][Volcano Corporation] of the Cost Proposal Delivery Date and the remaining fifty percent (b) the other one-half (1/250%) of such the Over-Allowance Amount within ten shall be paid by Tenant to Landlord when approximately fifty percent (1050%) days after Landlord gives Tenant written notice that the construction of the Tenant Improvements is completedare complete. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any then remaining portion of the TI Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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 Tenant Improvements, 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 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 completeAmount. In addition, upon Landlord's determination 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 actual costs incurred by or on behalf of Landlord need and cost for the TI Allowance Itemssuch alterations, then Tenant shall pay Landlord the amountcost of such required changes in advance upon receipt of notice thereof. Tenant shall pay all direct architectural and/or engineering fees in connection therewith, if any, by which plus seven percent (7%) of such actual direct costs exceed for Landlord's servicing and overhead. In the sum of the TI Allowance and event that Tenant fails to deliver the Over-Allowance Amount within fifteen (15) days after being billed thereforas provided in this Section 4.3.1, or then Landlord may, at its electionoption, require that Tenant deposit with cease work in the Premises until such time as Landlord the full amount of such excess prior to Landlord's delivery receives payment of the Expansion Space Over-Allowance Amount (and such failure to Tenant. No portion of the TI Allowance deliver shall be used to pay treated as a 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 delay in accordance with Landlord have been paid in fullthe terms of Section 5.2 below).

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (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 TI Third Expansion Space 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Third Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Third Expansion Space 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 Tenant Third Expansion Space Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord’s request to the extent such additional costs increase any existing Over-Allowance Amount or result in an addition Over-Allowance Amount. Following completion of the Third Expansion Space Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of 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, and (ii) the amount of the Over-Allowance Amount 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 paid by Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 full.

Over-Allowance Amount. The amount that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 "OverOVER-Allowance AmountALLOWANCE AMOUNT." Tenant shall pay to Landlord (a) one-half (1/2) of such Over-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 completedon or before August 15, 2001. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount 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 upon Tenant's receipt of Landlord's written notice that the work to which the change order applies is completecomplete but in no event later than August 15, 2001. In the event any such revisions, changes or substitutions occur after August 15, 2001, Tenant 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space Premises to Tenant. No portion of the TI 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 full.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, --------------------- Tenant shall deliver to Landlord cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 completedImprovement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the after disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount 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 completeAmount. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance ItemsConstruction Costs, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Improvement Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, 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 TI 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 full. Any unused portion of the Over-Allowance Amount will be returned to Tenant promptly after completion of the Improvements and the receipt of all invoices.

Over-Allowance Amount. The Prior to the commencement 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 that is of Tenant’s contract with Contractor (the “Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Tenant shall 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 of the Cost Proposal and (ii) the amount of the TI 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 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) commencement 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 completedImprovements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvement Allowance. In the event that 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 ImprovementsImprovements shall change, any additional costs which arise necessary to such design and construction in connection with such revisionsexcess of the Final Costs, changes or substitutions shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after or at 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Items’s option, Tenant shall pay Landlord the amount, if any, by which make payments for such actual additional costs exceed the sum out of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullown funds.

Over-Allowance Amount. The amount that is equal to Following the difference between (i) the amount GMAX Approval Date, Tenant shall pay for all costs of the Cost Proposal design, permitting and (ii) the amount construction of the TI Tenant Improvements in excess of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlordand, or in if applicable, the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date that is not otherwise included within the Cost ProposalAdditional Allowance) shall be referred to herein as the ("Over-Allowance Amount." Tenant "), which payment shall pay be made to Landlord in cash in installments pari passu with Landlord's distribution of the Tenant Improvement Allowance (aand, if applicable, the Additional Allowance) one-half (1/2) payment of an invoice by Landlord as Landlord incurs such expenses in an amount equal to a fraction of such expenses, the numerator of which is the Over-Allowance Amount no later than ten (10less the amount of the Additional Allowance Tenant elects to use) days after and the Cost Proposal Delivery Date denominator of which is the sum of the Allowance 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 completedAmount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI AllowanceIf, and such disbursement shall be pursuant to the same procedure as the TI Allowance. In the event that after the Cost Proposal Delivery GMAX Approval Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) business days after Landlord's invoice request therefor and (2) to the remaining one-half (1/2) of extent such additional amount costs increase any existing Over-Allowance Amount or result in an 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, then within five ten (510) business days following after Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemssuch statement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.

Over-Allowance Amount. The amount that is 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 TI Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the First Floor Cost Proposal Delivery Date that is not otherwise included within exceeds the Cost Proposal) shall be referred to herein as Maximum First Floor Allowance Amount (the "Over-amount of such excess, the “First Floor Over Allowance Amount." ”), then Tenant shall pay to Landlord the First Floor Over Allowance Amount. Tenant shall make progress payments to Landlord on account of the First Floor Over Allowance Amount on a monthly basis, within thirty (a30) one-half days of receipt of each Billing (1/2as hereinafter defined). Each such monthly payment shall be an amount equal to the amount of the subject Billing, multiplied by a fraction, expressed as a percentage, the numerator of 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 such Over-Allowance Amount no later each Billing. A Billing may not be submitted by Landlord to Tenant more than ten (10) days after one time per calendar month. A “Billing” shall be defined as any invoice from Landlord setting forth in reasonable detail the Cost Proposal Delivery Date amount due from Tenant, and (b) shall include invoices from contractors, vendors and service providers, and applications for payment from the other one-half (1/2) of such Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that Contractor for work completed through the construction date of the Tenant Improvements is completedBilling, as certified by the Contractor. The Unless otherwise agreed by the parties, all Landlord’s First Floor Expansion Premises TI Work paid for by the Over-Allowance Amount shall be disbursed by Landlord prior deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Landlord’s First Floor Expansion Premises TI Work to the disbursement of any then remaining portion extent the same exceed the Maximum First Floor Allowance Amount (notwithstanding the content of the TI Allowance, and such disbursement shall be First Floor Cost Proposal). All amounts payable by Tenant hereunder constitute Additional Rent payable pursuant to the Lease, and the failure of Tenant to timely pay same procedure as the TI 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, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) Event 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullDefault.

Over-Allowance Amount. The Tenant shall be responsible for the payment of an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI Allowance (less any portion thereof already disbursed by Landlord, or in Tenant Improvement Allowance. Tenant shall pay pro-rata portions of 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." , together with Landlord's disbursement of the Tenant Improvement Allowance on a ratio which shall pay to Landlord (a) onebe a fraction, the numerator of which is the Over-half (1/2) Allowance Amount, and the denominator of such which is the total of the 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. The Improvement Allowance; i.e., the Tenant Improvement Allowance and the Over-Allowance Amount shall be disbursed by Landlord prior to the Contractor on a monthly basis upon approval of disbursement of any then remaining the Tenant Improvement 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) business days of request therefor, [*] as the Over-Allowance Amount portion of the TI Allowanceinvoice, and such disbursement Landlord shall be pursuant to the same procedure pay [*] as the TI AllowanceTenant Improvement Allowance amount of such invoice. 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 Tenant Improvements, 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 the payment procedures described above, as an addition to the Over-Allowance Amount 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. 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI 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 fullAmount.

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (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 TI 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 remaining unutilized Tenant Improvements is completedAllowance. The Over-Allowance Amount shall be disbursed by Landlord prior to following the disbursement of any then remaining portion of the TI Tenant Improvements Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant Improvements Allowance. The remaining fifty percent (50%) of the Over-Allowance Amount shall be paid by Tenant to Landlord once the Tenant Improvements Allowance is expended (i.e. prior to Landlord’s use of the first installment of the Over-Allowance Amount). In the event that that, after the applicable Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings Documents or the Tenant Improvements, then, subject to Section 5.4 below, to the extent that the amount of 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 request as an addition to the Over-Over- Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) whether or not the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that Tenant Improvements Allowance has then been fully used). Unless otherwise agreed by the work to which the change order applies is complete. In additionparties, upon Landlord's determination of the actual costs incurred all Tenant Improvements paid for 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 within fifteen (15) days after being billed therefor, or Landlord may, at its election, require shall be deemed Landlord’s property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant deposit shall be responsible for all costs associated with Landlord the full amount of such excess prior Tenant Improvements to Landlord's delivery the extent the same exceed the Tenant Improvements Allowance (notwithstanding the content of the Expansion Space to Tenant. No portion of the TI 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 fullCost Proposal).

Over-Allowance Amount. The On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount that is (the "Over-Allowance Amount") equal to the difference between (i) the amount of the approved Cost Proposal and (ii) the amount of the TI 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 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 completedDate). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the TI Tenant 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 Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be added to the Cost Proposal and shall be paid by Tenant to Landlord as immediately upon Landlord's request 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 as follows: Amount, then within ten (110) one-half (1/2) business days after receipt 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. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Itemsstatement, Tenant shall pay deliver to Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior underpayment or Landlord shall return to Landlord's delivery Tenant the amount of such overpayment, as the Expansion Space to Tenant. No portion of the TI 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 fullcase may be.