Common use of Tenant Improvement Allowance Clause in Contracts

Tenant Improvement Allowance. Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall pay cost associated Provided that Lessee is not in default of its obligations under the Sublease (and no event exists which with the Tenant Improvements depicted on giving of notice or passage of time would constitute a default by Lessee under the Approved Final PlansSublease), an amount which is the lesser of: Lessor will provide Lessee with a tenant improvement allowance (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”) of (i) up to Two Hundred Thirty-Seven Thousand One Hundred Ninety-Eight dollars ($237,198) for Buildings 63, 64, 65 ($3.00 per rentable square foot), and (ii) up to One Hundred Twenty Thousand Five Hundred Sixty-five dollars ($120,565) for Building 66 ($5.00 per rentable square foot). Landlord During the period beginning on September 1, 2010 and ending on August 31, 2013, Lessee may elect, in its sole discretion, to allocate the combined Tenant agree Improvement Allowance, up to Three Hundred Fifty-Seven Thousand Seven Hundred Sixty-Three Dollars ($357,763) in the aggregate, as needed between Buildings 63, 64, 65, and acknowledge 66, for any Utility Installations or Alterations Lessee deems appropriate, subject to the provisions of Article 7 of the Sublease (“Allowance Improvements”). Lessee will provide Lessor’s Facilities Department sufficient backup information showing verification of payment of costs for design and construction of the Allowance Improvements, including supporting information consisting of a line item summary of the cost to complete the Allowance Improvements and verification of payment of the costs thereof by Lessee, accompanied by statutorily sufficient conditional (i.e. conditioned only upon receipt of payment) or unconditional mechanics lien releases (such lien waivers and releases to be submitted for any progress payments and for final payment) executed by the performing contractor(s), supplier(s) and materialmen. In the event that the Tenant Improvement Allowance will be used only for the purpose costs of the work depicted in the Approved Working Drawings and that Allowance Improvements exceed the Tenant Improvement Allowance, all such costs shall be borne solely by Lessee, however, such excess costs may be paid out of TI Advances (as defined below), subject to all the provisions applicable to such TI Advances set forth below. The terms and all provisions of itArticle 7 of the Sublease, as amended by this Amendment, shall be utilized only for applicable to the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furnitureto any other Alterations made by Lessee, fixtureswhich terms and provisions provide that, equipmentamong other things, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) Lessee shall be required to obtain the bid obtained based on consent or approval of Lessor to the Approved Working Drawings Allowance Improvements and to any other Alterations made by Lessee, and (ii) Lessor may, as a condition of or to its consent, require that Lessee remove any or all of such Allowance Improvements and/or other Alterations made by Lessee, at the expiration or earlier termination of the Sublease. In the event that Lessee requires additional Alterations to modify the Premises in excess of the Allowance Improvements or the cost of the Allowance Improvements exceeds the Tenant Improvement Allowance above, provided that: (exclusive 1) Lessee is not in default of its obligations under the Sublease (and no event exists which with the giving of notice or passage of time would constitute a default by Lessee under the Sublease), and (2) not less than thirty-six (36) months remain of the Cabling InstallationSublease Term, then, upon Lessee’s request therefor in writing to Lessor from time to time, Lessor shall provide advances to Lessee (the “TI Advances”); or , in amounts of not less than Fifty Thousand (ii$50,000) each and not to exceed Seven Hundred Thousand Dollars ($700,000) in the aggregate, for purposes of financing the costs of such Alterations, which TI Advances shall be amortized at any time eight percent (8.0%) per annum (subject to the cost of construction maximum rate permitted by law) in equal monthly installments over a thirty-six (36) month period from the date of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless first TI Advance, when such TI Advances shall be due and payable in full. Lessee shall execute Lessor’s commercially reasonable form of whether due to changes in the Approved Working Drawingspromissory note and any other commercially reasonable documents requested by Lessor, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant provided that Lessee shall immediately deposit into a third party escrow provide Lessor with current financial statements and any other documents requested by Lessor which shall be acceptable to Landlord Lessor in its reasonable discretion as a sum equal condition to one hundred and five percent (105%) availability of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseTI Advances.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time improvement allowance (the “Tenant Improvement Allowance”) in the amount equal to the sum of (a) the product of (i) Forty Dollars ($40). Landlord , and Tenant agree (ii) the number of rentable square feet of the Expansion Space (i.e., the amount of One Million Two Hundred Forty-Nine Thousand Forty Dollars ($1,249,040.00) based upon 31,226 rentable square feet, plus (b) the sum of Two Hundred Ninety-Six Thousand Six Hundred Forty-Seven Dollars ($296,647.00) for new HVAC equipment, plus (c) the sum of One Hundred Twenty-Four Thousand Nine Hundred Four Dollars ($124,904.00) for the cost of preparing the roof to support the new HVAC equipment, plus (d) the sum of Ninety-Seven Thousand Eight Hundred Seventy-Two and acknowledge that 00/100 Dollars ($97,872.00) (i.e., $4.00 per rentable square foot of the Existing Premises), which may be expended on leasehold improvements in the Existing Premises and/or the Expansion Space for a total Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the PremisesOne Million Seven Hundred Sixty-Eight Thousand Four Hundred Sixty-Three Dollars ($1,768,463.00)). The Tenant Improvement Allowance may only be utilized is to reimburse Tenant for hard the costs of relating to the initial design and construction of improvements which Tenant makes to the Expansion Space (including the HVAC equipment and roof improvements described above) in accordance with the provisions of this Work Letter (the “Tenant Improvements and may not Improvements”). In no event shall Landlord be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion obligated to make disbursements of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings for Tenant Improvements in a total amount which exceeds the Tenant Improvement Allowance amount of One Million Seven Hundred Sixty-Eight Thousand Four Hundred Sixty-Three Dollars (exclusive of the Cabling Installation$1,768,463.00); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time improvement allowance (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that ) in the Tenant Improvement Allowance will be used only for the purpose aggregate amount of (i) $1,675,895.00 (i.e., $65.00 per each of the work depicted 25,783 rentable square feet in the Approved Working Drawings and that the Tenant Improvement AllowanceSuite 3000, and all of it, shall be utilized only for the benefit Wharfside Building portion of the Premises. The Tenant Improvement Allowance may only be utilized ) (ii) $927,990.00 (i.e., $35.00 per each of the 26,514 rentable square feet in Xxxxx 000, Xxxxx Xxxxxx portion of the Premises), and (iii) $1,242,900,00 (i.e., $30.00 per each of the 41,430 rentable square feet in the Must-Take Premises) for hard the costs of relating to the initial design and construction of the improvements, which are permanently affixed to the Premises (the “Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwiseImprovements”). Any used or unfunded The portion of the Tenant Improvement Allowance described in items (i) and (ii) above is referred to herein as the “Initial Premises Allowance” and the portion of the Tenant Improvement Allowance described in item (iii) above is referred to herein as the “Must-Take Premises Allowance”. In addition, Landlord shall be retained provide up to $0.15 per rentable square foot of the entire Premises towards the cost of one (1) preliminary space plan for the entire Premises (“Landlord’s Drawing Contribution”), but not the cost of any revisions thereto requested by Tenant or required by Landlord, and without payment only to Tenant, offset, deduction or otherwise. To the extent that: such drawings reflect items from the Building standards and no portion of the Landlord’s Drawing Contribution, if any, remaining after the completion of the Tenant Improvements shall be available for use by Tenant. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that Tenant fails to immediately pay any portion of the “Over-Allowance Amount,” as defined in Section 4.2.1. Tenant shall utilize at least ninety percent (i90%) of (a) $1,675,895.00 of the bid obtained based on Tenant Improvement Allowance for Tenant Improvements installed in the Approved Working Drawings Suite 3000, Wharfside Building portion of the Premises, (b) $927,990.00 of the Tenant Improvement Allowance for Tenant Improvements installed in the Xxxxx 000, Xxxxx Xxxxxx portion of the Premises, and (c) $1,242,900.00 of the Tenant Improvement Allowance for Tenant Improvements installed in the Must-Take Premises; and Tenant may use up to ten percent (10%) of the Tenant Improvement Allowance allocated to the Suite 3000, Wharfside Building portion of the Premises in connection with Tenant Improvements to be constructed in the Xxxxx 000, Xxxxx Xxxxxx portion of the Premises. Landlord shall not be obligated to pay a total amount which exceeds the Tenant Improvement Allowance (exclusive and Landlord’s Drawing Contribution. Notwithstanding the foregoing or any contrary provision of this Lease, all Tenant Improvements shall be deemed Landlord’s property under the terms of this Lease. Any unused portion of the Cabling Installation); or (ii) at any time the cost of construction Initial Premises Allowance remaining as of the Tenant Improvements is expected to exceed first anniversary of the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working DrawingsLease Commencement Date, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then shall remain with Landlord and Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) have no further right thereto. Any unused portion of the Cost Overage. In such eventMust-Take Premises Allowance remaining as of the first anniversary of the Must-Take Premises Lease Commencement Date, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseremain with Landlord and Tenant shall have no further right thereto.

Tenant Improvement Allowance. Tenant shall be entitled to a one-time ---------------------------- tenant improvement allowance (the "Tenant Improvement Allowance") in the amount of One Hundred Ninety-Seven Thousand Seven Hundred Seventy-Five and No/100 Dollars ($197,775.00) (i.e., $25.00 per usable square foot of the Premises) for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"). In addition, Landlord shall pay contribute an amount not to exceed $0.15 per usable square foot of the Premises ("Landlord's Drawing Contribution") toward the cost associated with of one (1) preliminary space plan to be prepared by "Architect," as that term is defined in Section 3.1, below, and no portion of the Landlord's Drawing Contribution, if any, remaining after the completion of the Tenant Improvements depicted on the Approved Final Plans, an shall be available for use by Tenant. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that exceeds the Tenant Improvement Allowance will be used only for and the purpose Landlord's Drawing Contribution. In the event that any portion of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceAllowance remains sixty (60) days following the Lease Commencement Date, and all of it, Tenant shall be utilized only for no longer have the benefit right to such unused portion of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded such remaining portion of the Tenant Improvement Allowance shall be retained by the sole property of Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds All Tenant Improvements for which the Tenant Improvement Allowance (exclusive has been made available shall be deemed Landlord's property under the terms of the Cabling Installation); or (ii) at any time the cost Section 8.5 of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. (a) Landlord shall pay cost associated agrees to provide Tenant with the following tenant improvement allowance (the "Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: Improvement Allowance"): (i) One Million Sixty Two Thousand Seven Hundred Twenty Fifteen Dollars and No Cents ($1,062,720.0015) per rentable square foot within the portion of the Premises on the third floor of the Building, or a total of Two Hundred Sixty-Five Thousand Six Hundred Ninety-Five Dollars ($265,695); or , (ii) Twenty Dollars ($20) per usable square foot within the Tenant Improvement Costs portion of constructing the Tenant Improvements Premises on the portion of the second floor of the Building that is unimproved shell space, or a total of One Hundred Fifty-Six Thousand Nine Hundred Sixty Dollars ($156,960), and (iii) Seven Dollars ($7) per usable square foot for the “Tenant Improvement Allowance”portion of the Premises on the portion of the second floor of the Building that has been previously improved, or a total of Thirty Thousand Two Hundred Forty-Seven Dollars ($30,247). Landlord The allowances described in clauses (i), (ii) and Tenant agree and acknowledge that (iii) are specifically allocated to the Tenant Improvement Allowance will be used only for the purpose applicable portions of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements Premises and may not be used for furnitureTenant Improvements to any other portion of the Premises, fixturesprovided that Tenant may transfer up to five percent (5%) of the amounts allocated in such clauses from one such portion of the Premises to another. For example, equipment, or otherwiseTenant may use not more than One Thousand Five Hundred Twelve Dollars and Thirty-Five Cents ($1,512.35) of the allowance for previously improved space on the second Door for Tenant Improvements to other portions of the Premises. Any used or unfunded portion other transfers of the Tenant Improvement Allowance from one portion of the Premises to another shall be retained by subject to Landlord's prior written approval. All soft costs including, but not limited to, fees, contractor overhead, profit, processing, permits, architectural engineering and without payment reimbursables attributable directly or indirectly to Tenant, offset, deduction or otherwise. To the extent that: (i) Tenant Improvements shall be allocated between the bid obtained portions of the Premises described above based on the Approved Working Drawings exceeds the upon their proportional Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseexpenditures.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that ) in the Tenant Improvement Allowance will be used only for the purpose amount of up to, but not exceeding Fifteen Dollars ($15.00) per rentable square foot of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowancePremises (i.e., and all of it, shall be utilized only for the benefit up to Four Hundred Sixty-Six Thousand Seven Hundred Fifty-Five Dollars ($466,755.00) based on 31,117 rentable square feet of the Premises), to help Tenant pay for the costs of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements”). Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined below), Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay such Over-Allowance Amount, to receive a one-time additional improvement allowance (the “Additional Allowance”) in the amount not to exceed Ten Dollars ($10.00) per rentable square foot of the Premises, (i.e., up to Three Hundred Eleven Thousand One Hundred Seventy Dollars ($311,170.00) based on 31,117 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the Base Rent payable by Tenant throughout the entire ninety-eight (98) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said ninety-eight (98) month period based upon monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the “Amortization Rent”) and such Amortization Rent shall be subject to the annual Base Rent increase of three and one-half percent (3.5%). By way of illustration, if Tenant utilizes the entire Additional Allowance then the initial Base Rent payable by Tenant under this Lease shall be increased by $4,334.79 and the Base Rent schedule set forth in Section 8 of the Summary shall be revised to reflect such increased Base Rent and such increased Base Rent shall be subject to the annual three and one-half percent (3.5%) increase for all time periods under this Lease. Such revised Base Rent schedule shall be memorialized in an amendment to this Lease to be executed by Landlord and Xxxxxx. Notwithstanding anything in the Lease to the contrary, in no event shall the Amortization Rent be deemed to be Abated Rent nor subject to the abatement of Base Rent set forth in the second paragraph of Article 3 of this Lease. The Tenant Improvement Allowance and the Additional Allowance may only collectively be utilized referred to herein as the “Allowances”. In no event shall EXHIBIT B GENESIS 1900 ALAMEDA 1 [BigHat Biosciences, Inc.] Execution Original Landlord be obligated to make disbursements for hard costs of construction the cost of the Tenant Improvements and pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Except as provided in Section 2.2.1.8 below, the Allowances may not only be used for furniture, fixtures, equipment, permanently affixed improvements to the Premises. Landlord shall have no obligation to disburse all or otherwise. Any used or unfunded any portion of the Allowances to Tenant Improvement Allowance shall be retained by Landlordunless Xxxxxx makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to September 30, and without payment 2022, as extended to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction Tenant’s completion of the Tenant Improvements is expected delayed due to exceed Landlord Delay. Subject to the terms of this Tenant Work Letter, in no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Allowances which is not used to pay for the Tenant Improvement Allowance Items (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”as defined below); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. In addition to the turn-key preparation of the Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final PlansWork, an amount not to exceed $410,670.00 may be applied by Tenant for various expenses as provided in Section 1.07 of the Lease. As applicable, Tenant acknowledges that any request for payment of the Improvement Allowance must be delivered to Landlord together with executed lien waivers, contractor’s statements and/or invoices and owner’s statements covering the work for which reimbursement is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars then being requested and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). any other documents reasonably requested by Landlord and Tenant agree and acknowledge as evidence that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and/or equipment has been completed and that the Tenant Improvement Allowancepaid for, and all of it, Landlord shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded thereafter disburse such portion of the Tenant remaining Improvement Allowance within thirty (30) days after the Landlord’s receipt of all required documentation. Notwithstanding any provision to the contrary set forth in this Lease, Tenant shall not be retained entitled to any remaining portion of the un-disbursed Improvement Allowance to the extent Tenant does not request the same prior to the expiration of the eighteenth (18th) Lease Month. EXHIBIT C-1 Those certain plans dated June 5, 2009, revised June 12, 2009, prepared by Xxxxx Xxxxxx Associates, Inc., entitled Tenant Improvements for BitStream Inc., 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts. Execution Version EXHIBIT D COMMENCEMENT LETTER (EXAMPLE) Date Tenant Address Re: Commencement Letter with respect to that certain Lease dated as of the 22nd day of June, 2009, by and between Normandy Xxxxxxxxx Road, LLC, as Landlord, and without payment to Bitstream Inc., as Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based for 27,378 rentable square feet on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive second floor of the Cabling Installation); or (ii) Building located at any time 000 Xxxxxxxxx Xxxx, Marlborough, Massachusetts 01752. Dear : In accordance with the cost of construction terms and conditions of the above referenced Lease, Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) accepts possession of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.Premises and agrees:

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”). Landlord ) in the amount of Two Million Eight Hundred Forty Thousand Two Hundred Fifty-Five and Tenant agree 00/100 Dollars ($2,840,255.00, i.e., $55.00 per rentable square foot of the Premises) for the costs relating to the initial design and acknowledge that construction of Tenant’s improvements, which are permanently affixed to the Premises or which are “Tenant Improvement Allowance will Items,” as that term is defined in Section 2.2.1, below (collectively, the “Tenant Improvements”). Except with respect to the Landlord Work, in no event shall Landlord be used only for obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the purpose sum of the work depicted in the Approved Working Drawings and that (i) the Tenant Improvement Allowance, and all (ii) the “HVAC System Allowance,” as that term is defined in Section 2.2.2 of itthis Tenant Work Letter, shall be utilized only for the benefit of the Premisesbelow. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements hereby acknowledges and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded agrees that any unused portion of the Tenant Improvement Allowance remaining as March 31, 2015 (i.e., the New Expiration Date) shall revert to Landlord and Tenant shall have no further right thereto; provided, however, Tenant shall have the right to deliver written notice to Landlord (the “TIA Rent Credit Notice”) anytime after the substantial completion of the Tenant Improvements, informing Landlord of Tenant’s election to use any unused and unallocated portion of the Tenant Improvement Allowance, up to, but not exceeding, Four Hundred Eighty-Five Thousand and 00/100 Dollars ($485,000.00), as a credit against Minimum Rental under the Lease (the “Unused TI Rental Credit”). Upon Landlord’s receipt of a TIA Rent Credit Notice Landlord shall apply the Unused TI Rental Credit amount against, and Tenant shall not be obligated to pay, the Minimum Rental otherwise attributable to the Premises during the last month of the Term of the Lease (i.e., March, 2015), and to the extent the Unused TI Rental Credit exceeds the Minimum Rental otherwise attributable to the Premises during the last month of the Term of the Lease, then such excess amount shall be retained by Landlordapplied to Minimum Rental attributable to the immediately preceding month (i.e., February, 2015), and without payment to Tenantsuch application shall be repeated until the full amount of the Unused TI Rental Credit has been applied as a credit against Minimum Rental otherwise due and owing under the Lease, offset, deduction or otherwiseas amended. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds All Tenant Improvements for which the Tenant Improvement Allowance (exclusive has been made available, including without limitation “Tenant’s FF&E,” as that term is defined in Section 2.2.1.6, below, shall be deemed Landlord’s property under the terms of the Cabling Installation)Lease; provided, however, Landlord may, by written notice to Tenant given concurrently with Landlord’s approval of the “Final Working Drawings”, as that term is defined in Section 3.3, below, require Tenant, prior to the end of the Lease Term, or (ii) given following any earlier termination of this Lease, at Tenant’s expense, to remove any time Tenant Improvements and to repair any damage to the cost Premises and Building caused by such removal and return the affected portion of construction the Premises to their condition existing prior to the installation of such removed Tenant Improvements; provided further, however, to the extent the Tenant Improvements are a natural and logical extension of the “DGA Space Plan”, as that term is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes defined in the Approved Working DrawingsSection 3.2, change ordersbelow, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable not have any obligation to Landlord a sum equal remove such Tenant Improvements or to one hundred and five percent (105%) return the affected portion of the Cost Overage. In Premises to their condition existing prior to the installation of such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseTenant Improvements.

Tenant Improvement Allowance. Landlord Commencing as of the date of the full execution and delivery of this Second Amendment, Tenant shall pay cost associated with be entitled to use a one-time improvement allowance in the Tenant Improvements depicted on the Approved Final Plans, an aggregate amount of $1,419,910.00 which is the lesser of: comprised of (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars $303,760.00 (the “Existing Premises Improvement Allowance”), for the costs relating to the design and No Cents construction of Tenant’s improvements, which are permanently affixed to the Existing Premises only ($1,062,720.00); the “Existing Premises Improvements”) or which are “Tenant Improvement Allowance Items,” as that term is defined in Section 2.2.1, below, and (ii) $1,116,150.00 (the “Expansion Premises Improvement Allowance”) for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Expansion Premises only (the “Expansion Premises Improvements”) or which are Tenant Improvement Costs of constructing Allowance Items. Collectively, the Expansion Premises Improvements and the Existing Premises Improvements are the “Tenant Improvements (Improvements” and collectively the Existing Premises Improvement Allowance and the Expansion Premises Improvement Allowance are the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for Expansion Premises Improvements may include work to the purpose exterior of the work depicted in 571 Building (including, without limitation, rooftop equipment and an exterior enclosure and equipment yard) (collectively, the Approved Working Drawings and “Exterior Improvements”), provided that the Tenant Improvement Allowance, and all of it, any such Exterior Improvements shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only subject to Landlord’s prior written approval, to be utilized for hard costs of construction of the Tenant Improvements withheld in Landlord’s sole and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In absolute discretion if such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.EXHIBIT B

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that ) in the Tenant Improvement Allowance will be used only for the purpose amount of up to, but not exceeding One Hundred Sixty-Seven Dollars ($167.00) per rentable square foot of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowancePremises (i.e., and all of it, shall be utilized only for the benefit up to Nine Million Eight Hundred Ninety-Four Thousand Four Hundred Sixteen Dollars ($9,894,416.00) based on 59,248 rentable square feet of the Premises. The ), to help Tenant Improvement Allowance may only be utilized pay for hard the costs of the design, permitting and construction of Tenant’s initial improvements which are permanently affixed to the Premises (collectively, the “Tenant Improvements and may not be used for furnitureImprovements”); provided, fixtureshowever, equipment, that Landlord shall have no obligation to disburse all or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is nine (9) months after the Lease Commencement Date. Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined in Section 4.3.1 below), Tenant shall be retained by Landlordhave the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay such Over-Allowance Amount, to receive a one-time additional improvement allowance (the “Additional Allowance”) in the amount not to exceed Fifteen Dollars ($15.00) per rentable square foot of the Premises, (i.e., up to Eight Hundred Eighty-Eight Thousand Seven Hundred Twenty Dollars ($888,720.00) based on 59,248 rentable square feet in the Premises). In the event Tenant exercises such option and without payment as consideration for Landlord providing such Additional Allowance to Tenant, offsetthe Base Rent payable by Tenant throughout the entire ninety-six (96) month initial Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said ninety-six (96) month period based upon equal monthly payments of principal and interest, deduction with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including, without limitation, as a result of a default by Tenant under the terms of the Lease or otherwisethis Tenant Work Letter, Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3, shall become immediately due and payable as unpaid rent which has been earned as of such termination date. To In addition, in no event shall the extent that: Amortization Rent be abated for any reason whatsoever. The Tenant Improvement Allowance and the Additional Allowance may collectively be referred to herein as the “Allowances.” In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Allowances. Except as otherwise provided below, Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Allowances which is not used to pay for the Tenant Improvement Allowance Items (as defined below); provided, however, that so long as Tenant is not in default under the Lease, (i) the bid obtained based on the Approved Working Drawings exceeds an amount up to One Million Four Hundred Thousand Dollars ($1,400,000.00) of the Tenant Improvement Allowance (exclusive but not the Additional Allowance) may be used for (i) cabling, furniture, fixtures and equipment purchased and installed by Tenant in the Premises as well as for relocation costs and any termination fees in connection with Tenant’s existing lease in San Diego (collectively, the “Tenant Costs”), which shall be disbursed by Landlord within thirty (30) days of the Cabling Installationexecution of this Lease (provided, however, that Tenant shall provide Landlord with reasonably satisfactory evidence of the termination fees and proof of payment within thirty (30) days after the same are paid by Tenant); or , and (ii) at Four Hundred Fourteen Thousand Seven Hundred Thirty-Six Dollars ($414,736.00) may be used as a credit toward the Base Rent due under the Lease during the first twelve (12) months following the Commencement Date. In no event shall Tenant be entitled to any time the cost of construction credit for any unused portion of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseAdditional Allowance.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated be entitled to a tenant improvement allowance (the “Tenant Improvement Allowance”) with respect to the Tenant Improvements depicted on the Approved Final Plans, Premises in an amount which is the lesser of: (i) One equal to Two Million Sixty Forty-Two Thousand Seven Hundred Twenty Twenty-Three and No/100 Dollars and No Cents ($1,062,720.002,042,723.00); or (ii) . Subject to Tenant’s right to receive the Tenant Improvement Costs Allowance, and subject to the remaining provisions of constructing this Work Letter, (a) Tenant shall bear all costs or expenses incurred in connection with or in any way related to the design, construction and installation of the Tenant Improvements (the “Tenant Improvement AllowanceCosts”). Landlord and Tenant agree and acknowledge that ) in excess of the Tenant Improvement Allowance will (the “Excess Tenant Improvement Costs”) in accordance with the provisions of this Work Letter, and (b) Landlord shall not be used only for obligated to make any payments or disbursements pursuant to or related to this Work Letter in a total amount which exceeds the purpose amount of the work depicted in the Approved Working Drawings and that Tenant Improvement Allowance. In addition to the Tenant Improvement Allowance, Landlord will provide Tenant with a one-time allowance in the amount of Six Thousand Three Hundred Seventeen and all 70/100 Dollars ($6,317.70) to be applied towards costs incurred by Tenant in the preparation of it, shall be utilized only a “test-fit” plan for the benefit Premises; said test-fit allowance will be paid to Tenant within ten (10) business days following Tenant’s delivery to Landlord of an invoice therefore, accompanied by reasonably satisfactory documentation evidencing Tenant’s expenditure of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes amount set forth in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseinvoice.

Tenant Improvement Allowance. Landlord shall pay cost associated with the and Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars hereby acknowledge and No Cents ($1,062,720.00); or (ii) agree that the Tenant Improvement Costs (defined in Section 9 below) for the Tenant Improvements, based upon the Initial Plans approved by Landlord and Tenant in accordance with the provisions of constructing Section 4 above, are estimated to be approximately Five Hundred Forty-Two Thousand and 00/100 Dollars ($542,000.00) (the "Estimated TI Costs"). If the actual Tenant Improvement Costs varies from this estimate by more than twenty-five percent (25%), then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the “Excess Tenant Improvement Allowance”Costs (defined in Section 10 below). ; (c) Tenant to provide to Landlord and evidence satisfactory to Landlord, in its sole discretion, that Tenant agree and acknowledge that has adequate financial resources to pay for the Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord's contribution of the Tenant Improvement Allowance will be used only for the purpose of the work depicted (defined in the Approved Working Drawings and that Section 10 below); provided, however, in no event or circumstance shall the Tenant Improvement AllowanceCosts exceed the maximum amount of Seven Hundred Sixteen Thousand and 00/100 Dollars ($716,000.00), which amount is based on the amount of Twenty and all 00/100 Dollars ($20.00) per rentable square foot for 35,800 square feet of itthe Premises which is to be improved, as described in the Initial Plans. Subject to the foregoing, Landlord shall be utilized only provide an allowance for the benefit planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of Four Hundred Twenty-Nine Thousand Six Hundred and 00/100 Dollars ($429,600.00) (the "Tenant Improvement Allowance") based upon an allowance of Twelve and 00/100 Dollars ($12.00) per rentable square foot for 35,800 square feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. Tenant shall not be entitled to any credit, abatement or payment from Landlord in the event that the amount of the Tenant Improvement Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance may shall only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwisetenant improvements typically installed by Landlord in office/R&D buildings. Any used or unfunded portion of the The Tenant Improvement Allowance shall be retained the maximum contribution by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Landlord for the Tenant Improvement Allowance (exclusive Costs and shall be subject to the provisions of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 10 below.

Tenant Improvement Allowance. Landlord shall will, for the initial premises ---------------------------- demised to Tenant under the Lease ("Initial Premises"), pay (i) $3,388,743 plus (ii) an amount equal to the cost associated with savings (determined reasonably by Landlord) realized by Landlord on account of Landlord not having to construct any lobby and restrooms which are otherwise a part of the Base Building Improvements on account of a desire of Tenant to change the same as described in Subsection 4.2 -------------- ("Tenant Improvement Allowance") toward the Total Cost (as defined in Section ------- 12.2) of the design, engineering and construction of the Tenant Improvements depicted on in ---- the Approved Final PlansInitial Premises. Not more than ten (10%) percent of Tenant Improvement Allowance may be utilized by Tenant towards the cost of programming, space planning, design and to construction documentation. Landlord will make payments to Tenant's Contractor from the Tenant Improvement Allowance not more frequently than once per month in an amount equal to ninety percent (90%) of the amount requested by Tenant. Landlord shall make each such payment to Tenant prior to the end of the first full month following the month in which the Request For Payment is received by Landlord but each such Request For Payment must be received before the lesser twenty-first (21/st/) day of the prior month. Each Request For Payment shall consist of: (1) Tenant's request for payment detailing the amounts requested, (2) supporting bills, invoices and such other information as Landlord may reasonably require, and (3) conditional lien releases EXHIBIT B -5- supporting the amounts requested in the current month's application (in the form specified in Civil Code Section 3262(d)(1)), together with unconditional ------------------ releases supporting the amounts requested in the previous month's application (in the form specified in Civil Code Section 3262(d)(2)), such releases to be ------------------ provided at Landlord's option, by subcontractors, suppliers and/or materialmen, in addition to Tenant's Contractor. The remaining ten percent (10%) ("Retention Amount") shall be paid to Tenant prior to the end of the first full month following the month in which such final Request For Payment is received by Landlord. Such final Request For Payment must be delivered before the 21/st/ day of the prior month after the recording of a valid Notice of Completion of the Tenant Improvements and receipt of conditional lien releases (in the form specified in Civil Code Section 3262(d)(3)) from Tenant's Contractor, ------------------ subcontractors, suppliers, and materialmen, provided, however, that (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars no Retention Amount shall be withheld where the request is for the payment of an invoice from a supplier who has no lien rights and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs Retention Amount for any given trade shall be paid by Landlord upon the satisfactory completion of constructing all of the work to be performed by that trade and Landlord's receipt of all lien releases and any other supporting documentation reasonably requested by Landlord with respect thereto. In the event the Total Cost of the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that Initial Premises exceeds the Tenant Improvement Allowance, and all of it, the difference shall be utilized only for paid by Tenant after the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction has been exhausted. If the Total Cost of the Tenant Improvements and is less than the Tenant Improvement Allowance, the difference may not be used utilized by Tenant for its furniture, fixturesfixtures and equipment. The Tenant Improvements, equipmentwhether or not the cost thereof is covered by the Tenant Improvement Allowance, shall become the property of Landlord upon expiration or otherwiseearlier termination of the Lease and shall remain on the Premises at all times during the Term of the Lease, except as may be otherwise provided in the Lease. Any used If Tenant notifies Landlord that it has failed to pay or unfunded reimburse in a timely manner any portion of the Tenant Improvement Allowance shall required to be retained by Landlordpaid or reimbursed hereunder, and without payment to Tenantif such failure continues for fifteen (15) days after such notice, offset, deduction or otherwise. To the extent that: then (i) if within the bid obtained based on fifteen (15) day period Landlord does not dispute such failure by notice to Tenant or pay the Approved Working Drawings exceeds disputed amount, Tenant shall have the Tenant Improvement Allowance (exclusive right to offset the disputed amount from the rent otherwise payable to Landlord under the Lease, together with interest thereon at the Interest Rate from the date of Tenant's notice until the Cabling Installation); or date of offset, and (ii) at any time if Landlord disputes such failure by notice to Tenant within such fifteen (15) day period, the cost of construction dispute shall be resolved by arbitration pursuant to Section 16 of the Lease. If Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes prevails in the Approved Working Drawingsarbitration, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable ---------- have the right to offset the amount of its judgment against the rent otherwise payable to Landlord a sum equal under the Lease. Except as provided above, Tenant shall have no right to one hundred and five percent (105%) of offset payments or reimbursements due from Landlord under this Exhibit B against rent due under the Cost OverageLease. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.---------

Tenant Improvement Allowance. Provided Tenant is not in default of any provision of the Lease beyond all applicable notice and cure periods expressly provided for in the Lease, Landlord shall pay reimburse Tenant for (a) up to One Hundred Thirty-Two Thousand Dollars ($132,000.00) of the cost associated of Tenant’s initial expenses incurred in repairing and/or replacing the heating, ventilation and air conditioning system(s) serving the Leased Premises promptly following the date hereof, (b) up to Forty-Five Thousand Dollars ($45,000.00) of the cost of Tenant’s initial expenses incurred in replacing carpeting and painting in the Leased Premises promptly following the date hereof, and (c) up to Twelve Thousand Two Hundred Dollars ($12,200.00) of the cost of Tenant’s initial expenses incurred in renovating the lobby of the 5200 Building promptly following the date hereof (collectively, “Tenant’s Initial Improvements”); it being agreed that such amount shall be paid (provided there is no such default) within thirty (30) days after Tenant provides Landlord with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars receipts which itemize such costs and No Cents ($1,062,720.00); or acknowledge Tenant’s payment for same, and (ii) the Tenant Improvement Costs waivers of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord liens, in form and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowancesubstance acceptable to Landlord, waiving any and all of itlien rights in connection with Tenant’s Initial Improvements, shall such waivers to be utilized only provided by all contractors and suppliers providing services and/or materials for the benefit of the Premises. The Tenant’s Initial Improvements with respect to which Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaserequesting reimbursement.

Tenant Improvement Allowance. Tenant, shall be entitled to a one-time tenant improvement allowance (the "Tenant Improvement Allowance") in the total amount of Five Hundred Forty- Seven Thousand Twenty-Six and 00/100 Dollars ($547,026.00) (i.e. $34.00 per rentable square foot of the Premises) for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises including without limitation, the Equipment and the Generator, as such terms are defined in Section 6.4 of the Lease and any of the conduit or fuel lines described in Section 6.5 or Section 6.6 of the Lease (the "Tenant Improvements"). In no event shall Landlord shall pay cost associated with the be obligated to make disbursements pursuant to this Tenant Improvements depicted on the Approved Final Plans, an Work Letter in a total amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) exceeds the Tenant Improvement Costs Allowance. Notwithstanding anything to the contrary set forth above. Tenant may also use up to Eighty Thousand and 00/100 Dollars ($80,000.00) of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for any so-called "soft costs" relating to Tenant's occupancy of and move into the Premises. For purposes of this Tenant Work Letter, "soft costs" shall mean costs associated with (i) acquiring and/or connecting computers for the purpose Premises, (ii) Tenant's move into the Premises, (iii) acquiring any furniture, fixtures or equipment (including without limitation the telephone system) for the Premises, (iv) signage, (v) legal fees, (vi) fees of any consultants employed by Tenant in connection with the work depicted construction of and/or the move into the Premises, (vii) stationary and (viii) any other relocation related use desired by Tenant. The items set forth in the Approved Working Drawings preceding sentence and in the first sentence of this Section 2.1 are hereinafter sometimes referred to as the "Tenant Improvement Allowance Items." Furthermore to the extent that any portion of the Tenant Improvement Allowance, and all of it, shall be Allowance is not utilized only for the benefit purposes set forth above then the amount of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded unutilized portion of the Tenant Improvement Allowance shall be retained credited against the Rent first payable by Landlord, and without payment to Tenant, offset, deduction or otherwise. To Tenant under the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall provide Tenant with a tenant improvement allowance of up to Two Hundred Sixty-Eight Thousand Four Hundred Fifteen Dollars ($268,415.00) (the “Renewal TI Allowance”), to be applied by Tenant only toward the cost of refurbishing the Premises (e.g., walls, offices, conference rooms and other similar improvements, new carpet, paint, power upgrades [excluding, however, any upgrades to redundant power sources such as uninterrupted power supply and back-up generators], HVAC work, lighting, etc.) (“Refurbishing”). Tenant cannot use the Renewal TI Allowance to pay cost associated with for, furniture or trade fixtures or for any other purpose other than Refurbishing the Premises. Once Tenant Improvements depicted on has completed and paid for one or more particular Refurbishing projects, Landlord shall reimburse Tenant for the Approved Final Planscosts of such Refurbishing work, in an aggregate amount which is not to exceed the lesser ofRenewal TI Allowance, within thirty (30) days after Landlord’s receipt of the following: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or a written request for reimbursement that itemizes, on a line item basis, the Refurbishing costs for which Tenant seeks payment, (ii) invoices, contracts and other documents that reasonably evidence that Tenant has actually incurred Refurbishing costs in an amount equal to or exceeding the Renewal TI Allowance (provided, however, Tenant Improvement Costs can request multiple draws upon the Renewal TI Allowance for multiple Refurbishing projects so long as the total amount of constructing all draws does not exceed the Tenant Improvements maximum Renewal TI Allowance of $268,415.00), (the “Tenant Improvement Allowance”). Landlord iii) final, unconditional lien releases from all contractors and Tenant agree material and acknowledge that the Tenant Improvement Allowance will be used only service providers who have provided materials and services for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceRefurbishing work, which lien releases comply with California Civil Code Section 3262(d), and all of it, (iv) such other documents and information as Landlord shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasereasonably request.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Two Hundred Eight Thousand One Hundred Seventy and 00/100 Dollars ($208,170.00) or Forty-Five Dollars and 00/100 ($45.00) per square foot, for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Expansion Premises (the “Tenant Improvements”). Except as provided in Section 2.2 below, in no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance will be used only is not fully utilized by Tenant by one (1) year after the later date this Amendment is executed by Landlord and Tenant, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. All Tenant Improvements for the purpose of the work depicted in the Approved Working Drawings and that which the Tenant Improvement Allowance, and all of it, Allowance has been made available shall be utilized only for deemed Landlord’s property under the benefit terms of the Premises. The Lease; provided; however, that notwithstanding the foregoing, upon request by Tenant Improvement Allowance may only be utilized at the time of Tenant’s request for hard costs Landlord’s review of construction the Final Space Plan and/or the Final Working Drawings, Landlord shall notify Tenant whether any of the Tenant Improvements and may will be required to be removed pursuant to the terms of this Section 2.1. Notwithstanding the foregoing or anything to the contrary in this Amendment , Tenant shall not be used for furniturerequired to remove any Tenant Improvements, fixtureswhich are normal and customary business office improvements; provided, equipmenthowever, or otherwise. Any used or unfunded portion of the in any event Landlord may require Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: remove all (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or rolling files and structural supports, (ii) at built-in or high-density file systems, (iii) any time the cost supplemental HVAC system installed by Tenant, (iv) any structural improvements, and (v) any security or information technology systems installed by or on behalf of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseExpansion Premises.

Tenant Improvement Allowance. Tenant shall be entitled to a ------------------------------ tenant improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount of Twenty-Five and 50/100 Dollars ($25.50) per rentable square foot of the Premises. Landlord shall pay cost associated with have no other responsibility for the costs relating to the design and construction of Tenant's improvements to be constructed in such space (the "TENANT IMPROVEMENTS"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Improvements depicted on the Approved Final Plans, an Work Letter in a total amount which is exceeds the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars Base Building Allowance and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs Allowance. EXHIBIT C - Page 1 TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] With the exception of constructing the items listed on SCHEDULE 5 hereto, all Tenant ----------- Improvements (which are permanently affixed to the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that Premises for which the Tenant Improvement Allowance will has been made available shall be used only for deemed Landlord's property and shall be governed by the purpose same restrictions as are set forth in SECTION 6.6 of the work depicted in Lease with respect to Alterations, except that Tenant shall ------------ have no obligation to remove Tenant Improvements upon the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit expiration or sooner termination of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction Lease Term (unless, in connection with Landlord's approval of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Final Working Drawings, change ordersLandlord notifies Tenant of particular, increases in costs, or otherwise) non-general office improvements which Landlord may require to be removed (collectively a “Cost Overage”the "TENANT IMPROVEMENT REMOVAL ITEMS"); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease).

Tenant Improvement Allowance. Landlord Lessee shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Two Hundred Sixty-Six Thousand and No/100 Dollars ($266,000.00) (i.e., $20.00 per rentable square foot of the Expansion Premises) for the costs relating to the design and construction of Lessee’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). Landlord and In no event shall Lessor be obligated to make disbursements pursuant to this Tenant agree and acknowledge Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance will be used only for is not fully utilized by Xxxxxx on or before the purpose first (1st) anniversary of the work depicted in Expansion Commencement Date (the Approved Working Drawings “TIA Expiration Date”), then such unused amounts shall revert to Lessor, and Lessee shall have no further rights with respect thereto. Any Tenant Improvements that require the use of Building risers, raceways, shafts and/or conduits, shall be subject to Lessor’s reasonable rules, regulations, and restrictions, including the requirement that any cabling vendor must be selected from a list provided by Lessor containing at least three (3) independent cabling vendors, and that the Tenant Improvement Allowanceamount and location of any such cabling must be approved by Lessor (such EXHIBIT B -1- FIFTH AMENDMENT TO LEASE [00000 Xxxxx Xxxxxx Xxxxx Road] [DermTech, and all of it, shall Inc.] approval not to be utilized only for the benefit of the Premisesunreasonably withheld). The Tenant Improvement Allowance may only be utilized for hard costs of construction of the All Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of which the Tenant Improvement Allowance has been made available shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To deemed Lessor’s property under the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive terms of the Cabling Installation)Lease; provided, however, Lessor may, by written notice to Lessee prior to the end of the Expansion Term, or (ii) given following any earlier termination of the Lease, as amended, require Lessee, at Lessee’s expense, to remove any Tenant Improvements and to repair any damage to the Premises and Building caused by such removal; provided, however, that, notwithstanding the foregoing, upon request by Xxxxxx at the time of Xxxxxx’s request for Lessor’s approval of the cost “Final Working Drawings,” as that term is defined in Section 3.3 of construction of this Tenant Work Letter, Lessor shall notify Lessee whether the Tenant Improvements is expected will be required to exceed be removed pursuant to the Tenant Improvement Allowance (regardless terms of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 2.1.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not exceeding Fifty-Five Dollars ($55.00) per usable square foot of the Premises but excluding, for this purpose, the usable square footage comprising the balconies and restrooms (1,925 usable square feet in the aggregate) (i.e. up to Nine Hundred Eighty-Four Thousand One Hundred Fifteen Dollars ($984,115.00)), based on 17,893 usable square feet), as well as an Additional Allowance (the “Additional Allowance” in an amount equal to Eighty Thousand Dollars ($80,000.00) for the costs relating to the design and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”). Landlord and In the event the costs of the Tenant agree and acknowledge that Improvements exceed the Tenant Improvement Allowance will be used only for and the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Additional Allowance, and all Tenant shall pay fifty percent (50%) of itsuch amount to Landlord in cash, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of prior to construction of the Tenant Improvements and may Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay any such excess costs to Landlord as provided below, to receive a one-time additional tenant improvement allowance to pay for such excess costs (the “Optional Allowance”) in the amount not to exceed Ten Dollars ($10.00) per usable square foot of the Premises to pay for the remaining fifty percent (50%) of such costs but excluding, for this purpose the usable square footage comprising the balconies and restrooms (1,925 usable square feet in the aggregate) (i.e., up to One Hundred Seventy-Eight Thousand Nine Hundred Thirty Dollars ($178,930.00) based on 17,893 usable square feet). In the event Tenant exercises such option and as consideration for Landlord providing such Optional Allowance to Tenant, the Monthly Basic Rent payable by Tenant throughout the entire sixty-four (64) month Lease Term (“Amortization Period”) shall be increased by an amount sufficient to fully amortize such Optional Allowance throughout said sixty-four (64) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum (the “Amortization Rent”). In the event the Lease shall terminate for any reason, including without limitation as a result of a default by Tenant under the terms of the Lease or this Work Letter Agreement, Tenant acknowledges and agrees that the unamortized balance of the Optional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 2.1 shall become immediately due and payable as unpaid rent which has been earned as of such termination date, specifically including a termination pursuant to Sections 18 and 19 of the Lease. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever, including without limitation, pursuant to Sections 18 and 19 of the Lease. The Tenant Improvement Allowance, the Additional Allowance and the portion of the Optional Allowance so elected to be received by Tenant are sometimes collectively referred to herein as the “Allowances”. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter Agreement in a total amount which exceeds the Allowances. Tenant shall not be used entitled to receive any cash payment or credit against rent or otherwise for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Allowances which is not used to pay for the Tenant Improvement Allowance shall be retained by LandlordItems (as such term is defined below). EXHIBIT “C” TXXXXX XXXXX COURT, and without payment to TenantLA JOLLA [Orexigen Therapeutics, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.Inc.]

Tenant Improvement Allowance. Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser ofProvided that: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); the Tenant’s Work is completed in accordance with this Exhibit B on or before December 31, 2004, (ii) on the Commencement Date if there is no Event of Default at that time and (iii) the Lease is in full force and effect, Landlord shall reimburse Tenant Improvement Costs for Tenant’s actual construction costs up to a maximum of constructing the Tenant Improvements Nine Hundred Sixty Thousand Dollars ($960,000.00) for Tenant’s Work (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Such Tenant Improvement Allowance shall be retained paid directly to Tenant in three (3) equal progress payments of Two Hundred Eighty-eight Thousand Dollars ($288,000.00). The first progress payment shall be paid after it has been mutually agreed that one third of the Tenant’s Work has been satisfactorily completed as reasonably determined by Landlordthe parties; the second progress payment shall be paid after it has been mutually agreed that two thirds of the Tenant’s Work has been satisfactorily completed as reasonably determined by the parties; and the third progress payment shall be paid after it has been mutually agreed that one hundred percent of the Tenant’s Work has been satisfactorily completed as reasonably determined by the parties. Subject to the first sentence of this Section 5, and without provided there is no Event of Default in effect at that time, Landlord shall pay each progress payment to Tenantwithin thirty (30) days after receipt from Tenant of a request for payment, offset, deduction or otherwise. To provided that the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive request is submitted together with a copy of the Cabling Installation); or invoice from the contractor showing percentage of completion, a notarized Application and Certificate for Payment (iiAIA G702) at any time and all conditional waivers and lien releases upon progress payment for material and labor from Tenant’s contractor, subcontractors and supplies, subject to Landlord’s reasonable verification concerning satisfaction of quality and the cost percentage of construction work completed as reasonably determined by the parties. The remaining Ninety-six Thousand Dollars ($96,000,00) shall be paid within sixty (60) days following proper recordation of a Notice of Completion for the Tenant’s Work, upon commencement of Tenant’s business within the Premises, and subject to satisfaction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.following conditions:

Tenant Improvement Allowance. Landlord shall Pursuant to the terms of the Lease, Seller, as landlord, is obligated to pay cost associated with to Buyer, as tenant, a tenant improvement allowance (the "Tenant Improvements depicted on Improvement Allowance") in the Approved Final Plansamount of One Million Eight Hundred Forty-Five Thousand Dollars ($1,845,000.00) upon the satisfaction of certain conditions set forth therein. With respect thereto, an amount which is Buyer, as tenant, and Seller, as landlord, hereby agree that, notwithstanding anything to the lesser of: contrary contained in the Lease, (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) in the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge event that the Tenant Improvement Allowance will be used only for the purpose transfer of the work depicted in Property from Seller to Buyer is not consummated due to a default by Buyer under this Agreement, the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion amount of the Tenant Improvement Allowance shall be retained reduced by Landlord, Five Hundred Thousand Dollars ($500,000.00) (the "Liquidated Damages Amount") and without payment Seller shall be entitled to Tenant, offset, deduction or otherwise. To retain the extent that: Liquidated Damages Amount as liquidated damages pursuant to Section 5.3 below and (iii) the bid obtained based on the Approved Working Drawings exceeds Buyer's entitlement to receive the Tenant Improvement Allowance shall be deferred until (exclusive A) the termination of this Agreement or thirty (30) days after Close of Escrow (whichever is first to occur) and (B) Buyer's satisfaction of all of the Cabling Installation); or (ii) at any time the cost of construction conditions precedent set forth in Section VI.B of the Work Letter, attached as Exhibit C to the Lease, regarding Seller's obligation to pay to Buyer the Tenant Improvements Improvement Allowance. In the event that the transfer of the Property from Seller to Buyer is expected not consummated due to exceed any reason other than a default by Buyer under this Agreement, the amount of the Tenant Improvement Allowance shall be One Million Eight Hundred Forty-Five Thousand Dollars (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”1,845,000.00); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord shall pay will contribute to the cost associated with of performing the Tenant Improvements Improvement Work, as depicted on the Approved Final Tenant Improvement Plans, an amount which is to the extent of the lesser of: of (ia) One Million Five Hundred Sixty Two Thousand Seven Hundred Twenty and No/100 Dollars and No Cents ($1,062,720.00); 1,560,000.00) (calculated at the rate of $26.00 per rentable square foot in Building 4) or (iib) the Tenant Improvement Costs of constructing actual cost for such work as set forth in the Tenant Improvements TI Contract (the “Tenant Improvement Allowance”"TENANT IMPROVEMENT ALLOWANCE"). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs increased, upon written request by Tenant, by a maximum of construction Six Hundred Thousand and No/100 Dollars ($600,000.00) (calculated at the rate of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise$10.00 per rentable square foot in Building 4). Any used or unfunded portion of such increase in the Tenant Improvement Allowance shall be retained fully amortized over the Term, as extended by Landlordthis Amendment, at seven percent (7%) per annum and without payment to payable by Tenant, offsetas additional rent, deduction or otherwisetogether with Tenant's monthly payment of Base Rent. To For example, if Tenant uses the extent that: (i) entire $10.00 per rentable square foot and Building 4 is deemed to contain 60,000 rentable square feet, the bid obtained based on the Approved Working Drawings exceeds amount payable by Tenant would be $6966.51 per month. Tenant shall pay all costs in excess of the Tenant Improvement Allowance (exclusive as the same may be increased as set forth above, i.e. all Tenant Improvement costs in excess of $36.00 per rentable square foot in Building 4) for the Cabling Installation); or (ii) at any time the cost of design and construction of the Tenant Improvements is expected ("TENANT'S CONTRIBUTION"), as established by the TI Contract. Tenant shall pay Tenant's Contribution to exceed Landlord upon the Amendment Commencement Date. During the construction of the Tenant Improvements, Landlord shall make disbursements of the Tenant Improvement Allowance (regardless and Tenant's Contribution, if applicable) for the benefit of whether due Tenant and shall authorize the release of monies for the benefit of Tenant as specified in this Paragraph 5. Except as otherwise specified in this EXHIBIT "C", the Tenant Improvement Allowance (and Tenant's Contribution, if applicable) may be applied only to changes in the Approved Working Drawingspayment or reimbursement of: (i) Tenant's costs of preparing the Space Plans, change orders, increases in the Final Plans and the Tenant Improvement Plans; (ii) payments to the TI Contractor; (iii) costs of obtaining building permits for the Tenant Improvements; (iv) the Building 4 Relocation Costs; and (v) other documented costs of labor and materials incorporated into the Tenant Improvements (including cabling costs, or otherwise) (collectively a “Cost Overage”but excluding free-standing furnishings, fixtures, equipment and other personal property); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Tenant shall be entitled to receive from Landlord a one-time tenant improvement allowance (the "Tenant Improvement Allowance") in the amount of up to, but not exceeding Two Hundred Twenty-Five Dollars ($225.00) per rentable square foot of the Premises (i.e., Ten Million Six Hundred Forty‑One Thousand Six Hundred Dollars ($10,641,600.00) based on 47,296 rentable square feet in the Premises), to help pay for the costs of the design, permitting and construction of Tenant's improvements which are, except as otherwise provided herein, permanently affixed to the Premises (collectively, the "Tenant Improvements"). Notwithstanding anything above to the contrary, in the event there exists an Over-Allowance Amount (as defined in Section 4.3.1 below), Tenant shall have the option, exercisable upon written notice to Landlord prior to the date Tenant is obligated to pay such Over-Allowance Amount, to receive a one-time additional improvement allowance (the "Additional Allowance") in the amount not to exceed Twenty-Five Dollars ($25.00) per rentable square foot of the Premises, (i.e., up to One Million One Hundred Eighty‑Two Thousand Four Hundred Dollars ($1,182,400.00) based on 47,296 rentable square feet in the Premises). In the event Tenant exercises such option and as consideration for Landlord providing such Additional Allowance to Tenant, the Base Rent payable by Tenant throughout the entire one hundred twenty-six (126) month initial Lease Term ("Amortization Period") shall be increased by an amount sufficient to fully amortize such Additional Allowance throughout said one hundred twenty-six (126) month period based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of eight percent (8%) per annum (the "Amortization Rent"). At Landlord's election, such Amortization Rent shall be memorialized in an amendment to the Lease to be executed by Landlord and Tenant. In the event the Lease shall terminate due to a default by Tenant (and excluding as a result of a default by Landlord under the terms of the Lease or this Tenant Work Letter), Tenant acknowledges and agrees that the unamortized balance of the Additional Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the foregoing provisions of this Section 3, shall become immediately due and payable as unpaid rent which has been earned as of such termination date. In addition, in no event shall the Amortization Rent be abated for any reason whatsoever. The Allowance and the Additional Allowance may collectively be referred to herein as the "Allowances". In no event shall Landlord be obligated to make disbursements for the cost associated with of the Tenant Improvements depicted on pursuant to this Tenant Work Letter in a total amount which exceeds the Approved Final PlansAllowances. The Allowances may only be used for permanently affixed improvements to the Premises; provided, however, that an amount which is the lesser of: (i) not to exceed One Million Sixty‑Four Thousand One Hundred Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii1,064,160.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will (but not the Additional Allowance) may be used only utilized by Tenant for (i) the purchase and installation of furniture, fixtures and equipment for the purpose Premises, (ii) networking and wiring to be installed at the Premises, (iii) direct moving expenses incurred by Tenant with respect to the initial move-in at the Premises, and (iv) Tenant Improvement design and engineering services, architectural services, direct moving expenses and reasonable project management fees (collectively, the "Soft Costs"). Any unused amount of the work depicted in Allowances existing as of the Approved Working Drawings and date that is twenty-four (24) months after the Tenant Improvement AllowanceLease Commencement Date shall be the sole property of Landlord, and all of it, shall be utilized only for the benefit Landlord will have no obligation to disburse any amount of the PremisesAllowances after such date. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may shall not be used entitled to receive any cash payment or credit against Rent or otherwise for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment which is not used to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds pay for the Tenant Improvement Allowance Items (exclusive of the Cabling Installationas defined below); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. (a) Tenant’s construction of the Project in compliance with the Final Approvals will be at Tenant’s expense as set forth on the budget attached hereto as Exhibit H (the “Budget”), but Landlord shall pay cost associated provide Tenant with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One equal to Eighteen Million Sixty Two Hundred Thousand Seven Hundred Twenty and 00/100 Dollars and No Cents ($1,062,720.00); or (ii18,200,000.00) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord ) towards (1) the purchase price contained in that certain Purchase and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceSale Agreement dated on or around September 27, 2022 between Tenant, as seller, and all of itLandlord, shall be utilized only as purchaser (as amended, modified or assigned, collectively, the “PSA”), for the benefit Landlord’s purchase of the Premises. The Tenant Improvement Allowance , (2) the payment of a portion of the costs contemplated by the Budget or as otherwise may only be utilized for hard costs of incurred in the construction of the Tenant Improvements and may the Project, and (3) the payment of an amount not to exceed Two Million Six Hundred Thirty One Thousand Four Hundred Eighty and 63/100 Dollars ($2,631,480.63) (the “Capitalized Rent”) towards the payment of Base Rent and Supplemental Rent through October 31, 2024, and (4) the payment of other fees and expenses of Tenant as reasonably approved by Landlord, including without limitation the Finance Fee (as defined in the PSA). On the Commencement Date Tenant acknowledges and agrees that the disbursements contained on Exhibit J attached hereto are true and correct. The amounts identified on Exhibit J attached hereto as “Future Disbursements” shall be held by Tenant in an account in Tenant’s Name at Huntington National Bank with account number 01663173917 for the sole purpose to be used as and for furniturethe draws identified in Exhibit J attached hereto. Except as otherwise set forth in the Budget, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall not be retained by Landlord, and without distributed to the members of Tenant or used as a payment or a reimbursement to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the any Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseaffiliates.

Tenant Improvement Allowance. Tenant shall receive an allowance against the cost of designing, obtaining permits for, and constructing the Tenant Work in the amount of Twenty-Five Dollars ($25.00) per rentable square foot contained within the Building [for a total allowance of Six Hundred Fifty-Three Thousand One Hundred Seventy-Five Dollars ($653,175.00] (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be paid to Tenant or its designee as the construction of the Tenant Work progresses and in proportion to the, completion of such work, subject to retainage as provided for below and to deduction for Landlord's Fee as provided in Section 3.7. Each payment to Tenant or its designee shall be made within thirty (30) days after written request for payment by Tenant (such request not to be made more often than monthly), provided that (a) Landlord's Representative shall have the right to inspect the Tenant Work performed within that period and Landlord shall pay cost associated have the right to withhold payment for any defective or incomplete work noted, and (b) all progress payments in connection with the Tenant Improvements depicted on Work shall be subject to a ten percent (10%) retainage by Landlord until fifty (50%) of the Approved Final Plans, an amount which is Tenant Work has been completed and a five percent (50%) retainage by Landlord until Substantial Completion of the lesser of: Tenant Work has occurred. Each request for payment shall be accompanied by (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); a copy of the invoice or paid receipt in the case of design or permitting expenses, (ii) the General Contractor's requisition for payment to Tenant Improvement Costs in the case of constructing construction work, setting forth in reasonable detail the costs of the Tenant Improvements Work incurred to the date of such submission and the amount of those costs paid to date, and (iii) for all costs other than permitting expenses, mechanics lien waivers duly executed by all parties supplying labor, materials, or services with respect to the “Tenant Improvement Allowance”)Work, waiving all claims for mechanics' or materialmens' liens for all work, materials, or services furnished to the Building except for the work, materials, or services which are the subject of the current request for payment. Landlord and Tenant agree and acknowledge that All payments of the Tenant Improvement Allowance will made by Landlord to Tenant shall be used deemed to have been made in trust, for application only to the Construction Costs. At Landlord's option, all checks may be made jointly payable to Tenant and the General Contractor or other party furnishing, labor, materials, or services for the purpose Tenant Work, as the case maybe. The costs subject to payment from the Tenant Improvement Allowance shall not include any interest or other costs of financing or any overhead charge, construction management fee, or other fee to Tenant or any affiliate of Tenant, but shall include Landlord's Fee as provided in Section 3.7. Upon Substantial Completion of the work depicted in Tenant Work and provided that no Event of Default exists under the Approved Working Drawings Lease (and that no event has occurred and is continuing which would constitute an Event of Default upon the giving of notice or the passage of time), the retainage held back by Landlord from the Tenant Improvement Allowance shall be paid to Tenant, less any unpaid balance of Landlord's Fee (which shall be retained by Landlord) and if the total Construction Costs, (plus Landlord's Fee) are less than the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion balance of the Tenant Improvement Allowance shall be retained credited by Landlord, and without payment Landlord to Tenant, offset, deduction the first installment or otherwise. To installments of Basic Rent coming due under the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Lease until the Tenant Improvement Allowance (exclusive of is exhausted. If the Cabling Installation); or (ii) at any time the cost of construction total costs of the Tenant Improvements is expected to exceed Work (plus Landlord's Fee) are in excess of the Tenant Improvement Allowance (regardless Allowance, the excess costs shall be borne solely by Tenant and any outstanding balance of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Landlord's Fee shall be paid by Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially as provided in the form of Exhibit L to this LeaseSection 3.7.

Tenant Improvement Allowance. Landlord shall pay cost associated to Tenant, in accordance with the Tenant Improvements depicted on the Approved Final Plansthis Section 1.3, an amount which is not to exceed the lesser of: sum of (iA) One Million Sixty Two Thousand Seven Hundred Twenty Dollars $49,005.00 (i.e., $5.00 per rentable square foot of the 3rd Floor Premises multiplied by 9,801 rentable square feet) and No Cents (B) $1,062,720.00); or 32,343.00 (iii.e., ten percent (10%) of the Tenant Improvement Costs of constructing the Tenant Improvements commission due to Tenant’s Broker) (collectively, the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose , provided as of the work depicted date on which Landlord is required to make any payment or credit thereof, (i) this Lease is in the Approved Working Drawings full force and that the Tenant Improvement Allowanceeffect, and all of it, shall be utilized only for the benefit of the Premises(ii) no default by Tenant then exists. The Tenant Improvement Allowance may only shall be utilized for hard payable on account of costs of construction labor, fixtures, equipment and consultant fees (which fees shall not exceed $1,470.15, i.e., $0.15 per rentable square foot of the 3rd Floor Premises) directly related to, and materials delivered to the Premises in connection with, any Alterations performed by Tenant in accordance with the terms and conditions of Article 8 below at any time prior to October 1, 2010. Except as expressly set forth below, Tenant shall not be entitled to receive any portion of the Tenant Improvements Improvement Allowance not actually expended by Tenant pursuant to the immediately preceding sentence. Landlord shall make payments, from time to time but not more frequently than once per month, of any applicable portion of the Tenant Improvement Allowance to Tenant within thirty (30) days after submission by Tenant to Landlord of a written requisition therefor, signed by the chief financial officer of Tenant and accompanied by (A) copies of paid invoices covering Tenant’s performance of all Alterations theretofore approved by Landlord in accordance with Article 8 below, (B) a written certification from Tenant’s architect stating that all Alterations described on such invoices (if applicable) have been completed in accordance with the final plans therefor, that such work has been paid in full by Tenant and that all contractors, subcontractors and material suppliers have delivered to Tenant final, unconditional waivers and releases of lien with respect to such work (copies of which shall be included with such architect’s certification), (C) proof of the satisfactory completion of all required inspections and the issuance of any required approvals and sign-offs by all governmental bodies having jurisdiction over the Building with respect to any Alterations performed by Tenant, (D) final “as-built” plans and specifications for any Alterations performed by Tenant, and (E) such other documents and information as Landlord may not be used for furniturereasonably request. Tenant shall pay all costs of any Alterations in excess of the Tenant Improvement Allowance. As of October 1, fixtures2010, equipment, or otherwise. Any used or unfunded any unexpended portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment applied as a credit against the monthly Base Rent attributable to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether 3rd Floor Premises only otherwise due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L pursuant to this Lease.

Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount of $27.00 for each of the 12,420 usable square feet of the Premises for the costs relating to the initial design and construction of Tenant's improvements which are permanently affixed to the Premises (the "TENANT IMPROVEMENTS"). In no event shall Landlord shall pay cost associated with the be obligated to make disbursements pursuant to this Tenant Improvements depicted on the Approved Final Plans, an Work Letter in a total amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that exceeds the Tenant Improvement Allowance. Tenant shall have the right to use an additional amount (the "ADDITIONAL TENANT IMPROVEMENT ALLOWANCE"), and all not to exceed $4.00 for each of it, shall be utilized only for the benefit 12,420 usable square feet of the Premises, to be used towards the cost of the Tenant Improvements. The Tenant agrees that, in order repay the Additional Tenant Improvement Allowance may only be utilized used by Tenant if any, to Landlord, the monthly Base Rent for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance Premises shall be retained increased by Landlordan amount equal to the "Additional Monthly Base Rent", and without payment to Tenantas that term is defined below. The "Additional Monthly Base Rent" shall be determined as the missing component of an annuity, offset, deduction or otherwise. To the extent that: which annuity shall have (i) the bid obtained based on amount of the Approved Working Drawings exceeds the Additional Tenant Improvement Allowance (exclusive of used by Tenant as the Cabling Installation); or present value amount, (ii) at any time 60 as the cost number of construction payments (i.e., the number of months in the initial Lease Term as to which Tenant is obligated to pay Base Rent), (iii) eighty-three one hundredths of one percent (0.83%), which is equal to ten percent (10%) divided by twelve (12) months per year, as the monthly interest factor, and (iv) the Additional Monthly Base Rent as the missing component of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseannuity.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with be entitled to a one-time tenant improvement allowance in the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: of (i) One Million Sixty Two Eighty-Eight Thousand Seven Hundred Twenty Forty and 00/100 Dollars and No Cents ($1,062,720.00); or 1,088,040.00) (i.e., $15.00 per 72,536 rentable square feet of the Existing Premises) (the “Existing Premises Tenant Improvement Allowance”) and (ii) One Million Two Hundred Twenty Thousand Four Hundred and 00/100 Dollars ($1,220,400.00) (i.e., $50.00 per 24,408 rentable square feet of the Expansion Premises) (the “Expansion Premises Tenant Improvement Costs of constructing Allowance” and together with the Existing Premises Tenant Improvements (Improvement Allowance, collectively, the “Tenant Improvement Allowance”) for the costs relating to the initial design and construction of Tenant's improvements, which are permanently affixed to the Existing Premises and Expansion Premises, respectively, or which are “Tenant Improvement EXHIBIT B 1000 XXXXX XXXXXX 798514 .04/WLA -1- [Third Amendment) 888888-00019 / 5-7- 19 /ctl/c tl [AssetMark, Inc.] Allowance Items,” as that term is defined in Section 2.2.1, below (the “Tenant Improvements”), which Tenant Improvements shall be performed in compliance with applicable laws (including, without limitation, the “Code,” as defined below). In no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted Work Letter in the Approved Working Drawings and that a total amount which exceeds the Tenant Improvement Allowance. Notwithstanding any provision to the contrary contained herein, and all to the extent any portion of it, shall be utilized only for (A) the benefit of the Premises. The Existing Premises Tenant Improvement Allowance may only be utilized for hard costs is unused by Tenant as of construction August 31, 2024 and (B) the Expansion Premises Tenant Improvement Allowance is unused by Tenant as of August 31, 2022 (each, an “Outside Date”), then the remaining balance thereof shall revert to Landlord, and Tenant Improvements and may not be used for furnitureshall have no further rights with respect thereto (whether as a Rent credit, fixtures, equipmentcash payment, or otherwise). Any used or unfunded portion Notwithstanding anything to the contrary in this Tenant Work Letter, Tenant may utilize up to Two Hundred Seventeen Thousand Six Hundred Eight and 00/100 Dollars ($217,608.00) ($3.00 per 72,536 rentable square feet of the Existing Premises) of the Existing Premises Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the pay for Tenant Improvement Allowance (exclusive of Items incurred by Tenant in connection with tenant improvements made to the Cabling Installation); or (ii) at any time Existing Premises during calendar year 2018 upon Tenant providing to Landlord paid invoices for all such improvements and related costs for which the cost of construction of the Tenant Improvements is expected to exceed the Existing Premises Tenant Improvement Allowance (regardless is to be disbursed, signed permits for all improvements completed within the Existing Premises, properly executed unconditional mechanics lien _releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of whether due to changes in the Approved Working Drawingssuch improvements, change orders, increases in costs, or otherwise) (collectively a and any other requirements that are part of Landlord's standard “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseclose-out” package.

Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the "TENANT IMPROVEMENT ALLOWANCE") in the amount of up to, but not exceeding Thirty One Dollars ($31.00) per rentable square foot of the Premises (i.e., up to Four Million Nine Hundred Twenty-One Thousand Two Hundred Eighty-One and 00/100 Dollars ($4,921,281.00) based on 158,751 rentable square feet of the Premises), for the costs relating to the initial design and construction of Tenant's improvements which are to be affixed to the Premises (the "TENANT IMPROVEMENTS") and certain other costs to be incurred by Tenant in connection with its initial move into and fit-up of the Premises; provided, however, that Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); have no obligation to disburse all or (ii) the Tenant Improvement Costs any portion of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is twelve (12) months after the First Phase RCD. In no event shall Landlord be used only obligated to make disbursements pursuant to this Tenant Work Letter or otherwise in excess of $3,658,465.00 for the purpose First Phase Tenant Improvements (as defined below) and $1,262,816.00 for the Second Phase Tenant Improvements (as defined below). If the Lease terminates with respect to the Second Phase Premises as provided in Paragraph 2.1(C) of the work depicted in the Approved Working Drawings and that Lease, then the Tenant Improvement Allowance, and all of it, Allowance shall be utilized limited to the First Phase Premises only for the benefit and therefore reduced to a maximum of the Premises$3,658,465.00. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded No portion of the Tenant Improvement Allowance shall be retained by Landlorddisbursed for the Second Phase Tenant Improvements unless and until Landlord has tendered and Tenant has accepted the Second Phase Premises. Except as otherwise set forth in Section 2.3 below, and without Tenant shall not be entitled to receive any cash payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (exclusive as defined below). Notwithstanding anything to the contrary herein or in the Lease, Landlord shall have no obligation to grant or disburse the Tenant Improvement Allowance or any part thereof if (i) at the time of Tenant's request for payment (a) an Event of Default under the Lease, or an event which with the passage of time or giving of notice would constitute an Event of Default under the Lease, shall exist or (b) Tenant shall have assigned its interest in the Lease to any party other than a Successor Assignee or sublet all or any part of the Cabling Installation); Premises, or (ii) at the labor and/or materials for which Tenant seeks payment has not yet been performed and incorporated into the Premises. Except for disbursement of the Tenant Improvement Allowance in accordance with the terms and conditions of this Tenant Work Letter, under no circumstances shall Landlord be required to provide Tenant with any time funds or allowances with respect to the cost of construction Tenant Improvements or Premises, and all costs associated with the design, construction, or any other aspect of the Tenant Improvements is expected to exceed or Premises in excess of the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawingsshall be borne and paid for solely by Tenant without any credit, change orders, increases in costs, reimbursement or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseother compensation from Landlord.

Tenant Improvement Allowance. Landlord shall pay cost associated with the and Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars hereby acknowledge and No Cents ($1,062,720.00); or (ii) agree that the Tenant Improvement Costs (defined in Section 9 below) for the Tenant Improvements, based upon the Initial Plans approved by Landlord and Tenant in accordance with the provisions of constructing Section 4 above, are estimated to be approximately Seven Hundred Two Thousand Nine Hundred Twelve and 00/100 Dollars ($702,912.00) (the “Estimated TI Costs”). If the actual Tenant Improvement Costs varies from this estimate by more than twenty-five percent (25%), then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 10 below); (c) Tenant to provide to Landlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to pay for the Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord’s contribution of the Tenant Improvement Allowance (defined in Section 10 below). Subject to the foregoing, Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of Seven Hundred Two Thousand Nine Hundred Twelve and 00/100 Dollars ($702,912.00) (the “Tenant Improvement Allowance”)) based upon an allowance of Twenty and 80/100 Dollars ($20.80) per rentable square foot for 33,792 square feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. Tenant shall not be entitled to any credit, abatement or payment from Landlord and Tenant agree and acknowledge in the event that the amount of the Tenant Improvement Allowance will be used only for specified above exceeds the purpose of the work depicted in the Approved Working Drawings and that the actual Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the PremisesCosts. The Tenant Improvement Allowance may shall only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwisetenant improvements typically installed by Landlord in office/R&D and warehouse/distribution buildings. Any used or unfunded portion of the The Tenant Improvement Allowance shall be retained the maximum contribution by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Landlord for the Tenant Improvement Allowance (exclusive Costs and shall be subject to the provisions of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 10 below.

Tenant Improvement Allowance. Section 6 of the Eleventh Amendment requires Landlord shall pay cost associated to provide an allowance of $800,000.00 (“Allowance”) to Tenant in connection with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars design and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs construction of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of certain improvements to the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of Section 6 also allows the Tenant Improvements and may not be used for furniture, fixtures, equipment, to elect to apply all or otherwise. Any used or unfunded any portion of the Allowance to the Base Rent. Tenant Improvement hereby elects to apply the entire Allowance shall to future Base Rent obligations due under the Lease beginning with the Base Rent payment due on October 1, 2020 and thereafter as follows (such credit being sometimes referred to herein as the “Total Base Rent Credit”): Base Rent due October 1, 2020 $ 137,157.00 Base Rent due November 1, 2020 $ 137,157.00 Base Rent due December 1, 2020 $ 137,157.00 Base Rent due January 1, 2021 $ 140,317.00 Base Rent due February 1, 2021 $ 140,317.00 Base Rent due March 1, 2021 $ 107,895.00 Total Credit $ 800,000.00 Tenant will be retained by responsible for payment of the balance of the Base Rent in the sum of $32,422.00 due under the terms of the Lease for the payment due on March 1, 2021, and, will then continue to pay the total Rent due under the terms of the Lease from and after April 1, 2021. In addition, Tenant will be obligated to pay any other Additional Rent or other payments due under the terms of the Lease over and above the Base Rent during the period that the Allowance is being credited to the Base Rent. In return Landlord, including its successors and without payment assigns, will no longer be obligated to Tenantperform the improvements for Tenant contemplated under Section 6 of the Eleventh Amendment. Notwithstanding the foregoing, offsetif Tenant elects to perform improvements to the Premises, deduction or otherwise. To the extent that: then (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive provisions of Section 10(a) of the Cabling Installation); Lease will apply to the design, permitting, and construction of such improvements, however, notwithstanding anything to the contrary in the Lease, Tenant shall not be required to remove such improvements at the expiration or earlier termination of the Lease and (ii) Landlord shall continue to be obligated to reimburse Tenant for any of the following costs incurred by Tenant in connection with the performance of such improvements: (a) costs attributable to improvements installed outside the walls of the Building, unless such improvements are specifically requested and designed by Tenant (as opposed to costs to correct existing violations of law or upgrades triggered by Tenant’s improvements and imposed by the applicable governmental authority, which shall be Landlord’s responsibility); (b) costs incurred due to the presence of hazardous materials in the Premises or the surrounding area; and (c) costs to bring the Premises and areas exterior to the Building into compliance with applicable laws and restrictions, including, without limitation, the Americans with Disabilities Act and environmental laws, unless such improvements are specifically requested and designed by Tenant (as opposed to costs to correct existing violations of law or upgrades triggered by Tenant’s improvements and imposed by the applicable governmental authority, which shall be Landlord’s responsibility). Landlord has entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of May 22, 2020 with the Xxxxxx-Xxxxxxxx Trust, Dated November 2, 2019 Xxxxxx-Xxxxxxxx Trust, Dated November 2, 2019 with respect to the sale and transfer of the Building and the Lease to the purchaser thereunder or its assignee (the “Sale”), which Sale is expected to close escrow in September 2020. Notwithstanding the foregoing provisions of this Paragraph, if the Sale closes escrow on or prior to October 1, 2020, Landlord shall pay to Tenant from the proceeds of the escrow the entire Allowance in the amount of $800,000, and, if Tenant receives such payment, then Tenant shall not be entitled to the Total Base Rent Credit specified above and Tenant will remain responsible to pay all Base Rent and Additional Rent due under the Lease to the new owner as directed by Landlord. If the Sale closes at any time after October 1, 2020 but prior to the cost of construction full application of the Total Base Rent Credit as set forth above, then Landlord shall pay to Tenant Improvements is expected from the proceeds of the escrow an amount equal to exceed the then unapplied amount of the Total Base Rent Credit, and, if Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawingsreceives such payment, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable not be entitled to the remaining Total Base Rent Credit and Tenant will remain responsible to pay all Base Rent and Additional Rent due under the Lease to the new owner as directed by Landlord a sum equal during the period as to one hundred and five percent (105%) of the Cost Overage. In which such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leaseremaining Total Base Rent Credit would have been applied.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with be entitled to a one-time tenant improvement allowance in the amount of up to, but not exceeding (a) $38.00 per rentable square foot of the Xxxxx 000 xxx Xxxxx 000 portions of the Premises (i.e., up to $1,102,760.00, based on 13,459 rentable square feet in the Suite 200 portion of the Premises and 15,561 rentable square feet in the Suite 400 portion of the Premises) (the "Suite 200/400 Allowance"), and (b) $70.00 per rentable square foot of the Xxxxx 000 xxx Xxxxx 000 portions of the Premises (i.e., up to $511,910.00, based on 5,258 rentable square feet in the Suite 500 portion of the Premises and 2,055 rentable square feet in the Suite 575 portion of the Premises) (the "Suite 500/575 Allowance"). The Suite 200/400 Allowance, and the Suite 500/575 Allowance shall collectively be referred to Exhibit B S:\PFG\Castlight Health Lease\Lease_RV11.docx: 5/6/15 herein as the "Tenant Improvement Allowance." Subject to the further terms of this Section 2.1, in the event that the Tenant Improvements depicted on in the Approved Final PlansSuite 200 or Suite 400 portions of the Premises trigger the need for code compliance work (including ADA and Title 24 or other Applicable Laws) within the Suite 200 or Suite 400 portions of the Premises (and such work is not Landlord's responsibility under Section 1 above), an the Suite 200/400 Allowance must be utilized to perform such code compliance work. Any remaining portion of the Suite 200/400 Allowance (excluding any portion of such allowance amount which is utilized for code compliance work in the lesser of: (iPhase I Premises) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the may be utilized for Tenant Improvement Allowance will be used only for the purpose of the work depicted Items in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit any portion of the Premises. The Tenant Improvement Allowance shall be used for the costs relating to the design, permitting and construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to that date which is nine (9) months after the Lease Commencement Date for the Phase II Premises. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below). Notwithstanding the foregoing, Tenant may only be utilized utilize a portion of the total Tenant Improvement Allowance (not to exceed $181,665.00; based on $5.00 per rentable square foot of the Premises) for hard any costs of associated with construction of the Tenant Improvements and may not be used in any portion of the Premises, including moving expenses, and/or for the costs of furniture, fixtures, equipment, or otherwisecabling and security systems for the Premises. Any used or unfunded portion Landlord acknowledges that Tenant shall have the right to perform the Tenant Improvements in phases (i.e., the Tenant Improvements in the Phase I Premises may be performed in one phase and the Tenant Improvements in the Phase II Premises may be performed in another phase). As a result, the terms of this Work Letter shall apply to each phase of the Tenant Improvement Allowance shall be retained by Landlord, and without payment Improvements. In addition to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive Allowance, Landlord shall contribute an amount not to exceed $0.15 per rentable square foot of the Cabling Installation); or Premises (ii“Space Planning Contribution”) at any time toward the cost of construction space planning to be prepared by the Architect (as defined below). Landlord shall disburse up to the amount of the Space Planning Contribution to Tenant Improvements is expected to exceed the within thirty (30) days after Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable delivers to Landlord a sum equal to one hundred and five percent (105%) reasonable evidence of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasecosts incurred by Tenant for space planning.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of Three Hundred Twenty-Six Thousand One Hundred Ninety and No/100 Dollars ($326,190.00) for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises, including the additional Base Building Improvements, as that term is set forth in Section 2.2, below (collectively, the “Tenant Improvements”). Except as set forth in Sections 2.3 and 2.4, below, in no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the is not fully utilized by Tenant Improvement Allowanceon or before June 30, 2015, then such unused amounts shall revert to Landlord, and all of it, Tenant shall be utilized only for the benefit of the Premiseshave no further rights with respect thereto. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the All Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of which the Tenant Improvement Allowance has been made available shall be retained deemed Landlord’s property under the terms of the Lease and shall remain in the Premises at the end of the Term; provided, however, Landlord may, by Landlordwritten notice to Tenant given at the time of approval of the “Final Working Drawings,” as that term is defined in Section 3.4 of this Tenant Work Letter, or in the case of a Limited Project under Section 3.1 of this Tenant Work Letter, at the time of approval of plans and without payment to specifications under Section 6.4 of the Lease, require Tenant, offsetat Tenant’s expense, deduction or otherwise. To the extent that: to remove any (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or moveable furniture, (ii) trade fixtures, (iii) process and process support equipment, (iv) utility equipment, (v) any other items permitted to be removed by Tenant pursuant to the Lease, and (vi) any other items agreed by Landlord to be removed by Tenant at any time the cost of construction end of the Tenant Improvements is expected to exceed Term (the Tenant Improvement Allowance (regardless of whether due to changes equipment and items described in the Approved Working Drawings, change orders, increases in costs, or otherwisepreceding clauses (i) through (vi) are collectively a referred to herein as the “Cost OverageTenant’s Removable Property”); then . With respect to the “Prior Work,” as that term is defined in Section 2.3.2.4 of this Tenant shall immediately deposit into a third party escrow acceptable Work Letter, the Tenant’s Removable Property required to Landlord a sum equal to one hundred and five percent (105%) be removed by Tenant at the end of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form Term consists of Exhibit L those items listed on Schedule 2 attached to this LeaseTenant Work Letter. Tenant shall, at Tenant’s expense, repair any damage to the Premises and Building caused the removal of Tenant’s Removable Property.

Tenant Improvement Allowance. Tenant shall receive an allowance against the cost of designing, obtaining permits for, and constructing the Tenant Work in the amount of Twenty-Five Dollars ($25.00) per rentable square foot contained within the Premises [for a total allowance of Two Hundred Sixty- Four Thousand Seven Hundred Seventy- Five and 00/100 Dollars ($264,775.00] (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall be paid to Tenant or its designee as the construction of the Tenant Work progresses and in proportion to the completion of such work, subject to retainage as provided for below. Each payment to Tenant or its designee shall be made within thirty (30) days after written request for payment by Tenant (such request not to be made more often than monthly), provided that (a) Landlord's Representative shall have the right to inspect the Tenant Work performed within that period and Landlord shall pay cost associated have the right to withhold payment for any defective or incomplete work noted, and (b) all progress payments in connection with the Tenant Improvements depicted on Work shall be subject to a ten percent (10%) retainage by Landlord until fifty (50%) of the Approved Final Plans, an amount which is Tenant Work has been completed and a five percent (5%) retainage by Landlord until Substantial Completion of the lesser of: Tenant Work has occurred. Each request for payment shall be accompanied by (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); a copy of the invoice or paid receipt in the case of design or permitting expenses, (ii) the General Contractor's requisition for payment to Tenant Improvement Costs in the case of constructing construction work, setting forth in reasonable detail the costs of the Tenant Improvements Work incurred to the date of such submission and the amount of those costs paid to date, and (iii) for all costs other than permitting expenses, mechanics lien waivers duly executed by all parties supplying labor, materials, or services with respect to the “Tenant Improvement Allowance”)Work, waiving all claims for mechanics' or materialmens' liens for all work, materials, or services furnished to the Building except for the work, materials, or services which are the subject of the current request for payment. Landlord and Tenant agree and acknowledge that All payments of the Tenant Improvement Allowance will made by Landlord to Tenant shall be used deemed to have been made in trust, for application only to the Construction Costs. At Landlord's option, all checks may be made jointly payable to Tenant and the General Contractor or other party furnishing labor, materials, or services for the purpose Tenant Work, as the case may be. The costs subject to payment from the Tenant Improvement Allowance shall not include any interest or other costs of financing or any overhead charge, construction management fee, or other fee to Tenant or any affiliate of Tenant. Upon Substantial Completion of the work depicted in Tenant Work and provided that no Event of Default exists under the Approved Working Drawings Lease (and that no event has occurred and is continuing which would constitute an Event of Default upon the giving of notice or the passage of time), the retainage held back by Landlord from the Tenant Improvement Allowance shall be paid to Tenant and if the total Construction Costs are less than the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion balance of the Tenant Improvement Allowance shall be retained credited by Landlord, and without payment Landlord to Tenant, offset, deduction the first installment or otherwise. To installments of Basic Rent coming due under the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Lease until the Tenant Improvement Allowance (exclusive of is exhausted. If the Cabling Installation); or (ii) at any time the cost of construction total costs of the Tenant Improvements is expected to exceed Work are in excess of the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such eventAllowance, the parties excess costs shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasebe borne solely by Tenant.

Tenant Improvement Allowance. Landlord shall pay cost associated provide Tenant with an allowance of Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00) to be used in connection with alterations and improvements of the Premises to be performed by Tenant, including, without limitation, the buildout of the ninth floor of the Premises and other upgrades to the Premises (collectively, "Tenant's Work"), all in accordance with this Section 12. Any delay caused by Tenant in connection with the completion of the Tenant's Work shall in no event delay the Lease Commencement Date or the payment of Fixed Rent or Additional Rent. So long as Tenant Improvements depicted on is not in default under the Approved Final PlansLease, Landlord, as its sole monetary obligation with respect to the Tenant's Work, shall pay an amount (the "Tenant Improvement Allowance") not to exceed Four Million Five Hundred Thousand and No/100 Dollars ($4,500,000.00), which is shall be payable to Tenant in periodic draws, not more often than once per quarter, within ten (15) Business Days after Landlord's receipt of a draw request from Tenant, in form and substance reasonably satisfactory to Landlord, setting forth the lesser ofamount of the Tenant Improvement Allowance requested, together with such schedules, affidavits, releases, waivers, statements, invoices for costs, bills, and other documents, certificates and information as may be reasonably required by Landlord, including, without limitation: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars a Contractor's Affidavit of Payment of Debts and No Cents Claims ($1,062,720.00)with an attachment list of subcontractors) (AIA Document G706) and other evidence satisfactory to Landlord that all applicable bills have been paid to Tenant's contractors, subcontractors and professionals; or and (ii) a LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 Contractor's Affidavit of Release of Liens (AIA Document G706A), together with appropriate lien waivers from the contractor and all subcontractors; provided however that Tenant Improvement Costs will have the right at its option to submit reasonably comparable substitute documents, as used and approved by The University of constructing Texas System, in place of the Tenant Improvements (named AIA Document G706 and AIA Document G706A, but in any event all such lien waivers must comply with the “Tenant Improvement Allowance”)requirements set forth in Sections 53.281 – 53.284 of the Texas Property Code. Landlord and Tenant agree and acknowledge Notwithstanding anything to the contrary set forth in the Lease, it is hereby agreed that the Tenant Improvement Allowance will shall in no event be utilized towards payment of any Fixed Rent, Additional Rent or other obligations of Tenant under the Lease, or as any other form of rent concessions or rent credits; provided, further, that if the entire Tenant Improvement Allowance is not required by Tenant for Tenant's Work, then any unused portions of such Tenant Improvement Allowance shall represent a savings to Landlord and shall not be used only or usable by or disbursable to Tenant for any other purpose or use. Tenant and/or its contractors and subcontractors shall coordinate any and all construction activities contemplated herein with Landlord's construction coordinator, and all such construction activities shall be subject to a construction management fee payable by Tenant to Landlord in an amount equal to the purpose sum of (a) one percent (1.0%) of the work depicted in total cost of Tenant Work, up to but not exceeding the Approved Working Drawings and that amount of the Tenant Improvement Allowance; plus (b) one-half of one percent (0.5%) of the total cost of Tenant's Work that exceeds the amount of the Tenant Improvement Allowance (collectively, and all the "Construction Management Fee"). The Construction Management Fee will be paid by Tenant to Landlord with the funding of itthe Tenant Improvement Allowance on a pari passu basis, which fee shall be utilized only for deducted from the benefit of the PremisesTenant Improvement Allowance. The Tenant Improvement Allowance shall remain available to be used by Tenant through October 1, 2022 (the "Tenant Improvement Allowance Expiration Date"); provided, however, upon Tenant's request, the Allowance Expiration Date may only be utilized for hard costs of construction of the Tenant Improvements and may extended by up to six (6) months with Landlord's consent, which consent shall not be used for furnitureunreasonably withheld, fixtures, equipmentconditioned, or otherwisedelayed. Any used or unfunded portion of the Tenant Improvement Allowance remaining unused after the Tenant Improvement Allowance Expiration Date shall be retained by Landlord, Landlord and without payment Tenant shall have no further right to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the such remaining Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseAllowance.

Tenant Improvement Allowance. Landlord shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge reasonably anticipate that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction total cost of the Tenant Improvements will not exceed Nine Million One Hundred Thousand and may not be used for furniture, fixtures, equipment, or otherwiseNo/100 Dollars ($9,100,000). Any used or unfunded portion The parties acknowledge that such figure is an estimate only. Within ten (10) business days after the parties’ agreement as to the form of the Tenant Improvement Allowance drawings, plans and specifications, which shall be retained by Landlordconstitute the Final Plans, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive Landlord shall prepare an analysis in its sole judgment of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected according to the Final Plans, including payment of a fee to the Contractor (the “Final Cost”). Within three (3) business days after receipt of the statement of Final Cost, Tenant shall deliver to Landlord written notice of approval or disapproval of the same; however, if Tenant requires additional information regarding the Final Cost, Landlord shall promptly supply same and Tenant shall have a reasonable additional time period, not to exceed an additional two (2) business days to either approve or disapprove the Final Cost. If Tenant disapproves such Final Cost, Tenant shall specify the reasons for its disapproval. Thereafter, the parties shall meet on or before two (2) business days after Tenant’s notice of disapproval, in an effort to reach an agreement on the Final Cost. If the parties are unable to agree on the Final Cost, then Landlord’s sole obligation shall be to provide the Landlord’s Improvements and the Tenant Improvement Allowance specified below. Landlord shall provide Tenant with a sum equal to EIGHTY-NINE AND 64/100 DOLLARS ($89.64) per gross square foot of the Building, but not to exceed SEVEN MILLION THREE HUNDRED EIGHTY-FIVE THOUSAND TWO HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($7,385,225) for the Tenant Improvements (“Tenant Improvement Allowance”). The Tenant Improvement Allowance shall be used by Tenant to pay all Tenant Improvement costs including, but not limited to, fees payable to the the Contractor (as defined below), and all costs and expenses incurred in planning, preparing, constructing and installing the Tenant Improvements, including permits, fees, utility meters, and fees and costs paid to the Tenant’s Architect and Engineer (collectively, “Tenant Improvement Costs”). Tenant shall pay any excess Tenant Improvement Costs over the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost OverageTenant’s Share”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and , as follows: eighty-five percent (10585%) of Tenant’s Share shall be payable on or before January 1, 1996, and the Cost Overage. In such event, remaining fifteen percent (15%) upon completion of the parties shall enter into an escrow agreement substantially in punch-list items for the form of Exhibit L to this LeasePhase II Premises.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one- ---------------------------- time tenant improvement allowance (the “"Tenant Improvement Allowance”") in the amount of One Million Eighty-Seven Thousand Three Hundred Eighty Dollars ($1,087,380.00), which is equal to Five Dollars ($5.00) per usable square foot of the Premises other than the Must-Take Space but including Suite 100 of Must- Take Space II (or $293,460 based on an aggregate of 58,692 usable square feet), plus Thirty Dollars ($30.00) per usable square foot of the Must-Take Space (other than Suite 100 of Must-Take Space II) ($793,920 based on 26,464 usable square feet), for the costs relating to the design and construction of Tenant's improvements which are permanently affixed to the Premises, including the Must- Take Space (the "Tenant Improvements"). Notwithstanding anything to the contrary set forth herein, Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded obligated to disburse any portion of the Tenant Improvement Allowance allocable to Suites 100 or 150 of Must-Take Space II until the Must-Take Space Commencement Date applicable to such space, which allocable amounts are Twenty-Five Thousand Eight Hundred Eighty Dollars ($25,880) with respect to such Suite 100 and Eighty-Three Thousand Three Hundred Ten Dollars ($83,310) with respect to such Suite 150. The Tenant Improvement Allowance exclusive of the amounts allocable to Suites 100 and 150 of Must-Take -- Space II is the aggregate amount of Nine Hundred Seventy-Eight Thousand One Hundred Ninety Dollars ($978,190). In no event shall Landlord be retained by Landlord, and without payment obligated to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at Allowance. Further, in no event shall Landlord be obligated to make disbursements pursuant to this Work Letter for any time the cost of construction unused portion of the Tenant Improvements is expected Improvement Allowance. Tenant shall be entitled to exceed apply the Tenant Improvement Allowance to costs incurred for any portion of the Premises, including the Must-Take Space, notwithstanding the method of calculating the amount of the Tenant Improvement Allowance. Except with respect to the portion of the Tenant Improvement Allowance allocable to Must-Take Space II, any portion of the Tenant Improvement Allowance which is not utilized by Tenant by December 31, 1998 (regardless or the date twelve (12) months after the applicable Must-Take Space Rent Commencement Date with respect to Suites 100 and 150 of whether due Must-Take Space II), shall revert to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Landlord and Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) receive no credit for any unused portion of the Cost OverageTenant Improvement Allowance. In such event, All Tenant Improvements for which the parties Tenant Improvement Allowance has been made available shall enter into an escrow agreement substantially in be deemed Landlord's property under the form terms of Exhibit L to this Section 8.5 of the Lease.. -----------

Tenant Improvement Allowance. Landlord shall pay cost associated with Up to Three Million Two Hundred Eighty Seven Thousand Eight Hundred Thirty Five and 00/100 Dollars ($3,287,835.00) (consisting of Twenty and 00/100 Dollars ($20.00) per rentable square foot for the Tenant Improvements depicted 151,893 rentable square feet located on the Approved Final PlansSecond, an amount which is Third, Fourth and Eleventh Floors of the lesser of: (iPremises and Twenty Five and 00/100 Dollars per rentable square foot for the 9,999 rentable square feet located on the First Floor of the Premises) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “"Tenant Improvement Allowance”"). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will , to be used only for (i) the purpose Construction Costs (as hereinafter defined), including without limitation, reasonable space planning, preparation of construction drawings, materials, interior signage, the cost of any construction permits, and Landlord's construction management fee in the amount of five percent (5%) of the work depicted in aggregate Construction Costs, and (ii) Tenant's Moving Expenses, as defined below, up to Eight Hundred Nine Thousand Four Hundred Sixty and 00/100 Dollars ($809,460.00) (the Approved Working Drawings "Moving Expense Sub-Allowance"). The term "Moving Expenses" shall mean moving materials, labor, advertisements, business cards, stationery, phone listings, hiring temporary employees relating to the move, and that the like. The Tenant Improvement AllowanceAllowance shall not include the costs and expenses incurred by Landlord to perform certain work to the Second, Third, Fourth and all Eleventh Floors of itthe Premises necessary to deliver the same in "white-box" condition prior to the commencement of construction of the tenant improvements, which "white-box" work to be performed by Landlord is detailed in Schedule 1 attached hereto and incorporated herein by reference. Landlord shall be utilized only for have no "white box" obligations with respect to the benefit First Floor of the Premises. Delivery of the Second, Third, Fourth and Eleventh Floors of the Premises in "white-box" condition shall not require Landlord to replace any light fixtures or to replace the ceiling grid, unless otherwise expressly provided in Schedule 1 hereto. The Tenant Improvement Allowance shall also not include the costs and expenses incurred by Landlord to install security glass around the open atrium and the stairwells on Floors Three and Four of the Premises and to construct a corridor on the First Floor of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not shall not, however, be used for furniturethe purchase of Tenant's furnishings (other than permanently affixed improvements, such as wallpaper and casework), trade fixtures, equipmentequipment or supplies, or otherwise. Any used or unfunded portion all of the Tenant Improvement Allowance which shall be retained paid for by Landlord, and without payment to Tenant, offset, deduction without allowance or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasereimbursement from Landlord.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “"Tenant Improvement Allowance”") in the amount of Thirty-Three and 80/100 Dollars ($33.80) for each rentable square foot of the Initial Premises to be applied toward payment of the tenant improvement costs described below (the "Tenant Improvements"); provided that up to Five and 80/100 Dollars ($5.80) per rentable square foot of the Initial Premises may be applied toward the payment of any fee due Tenant's leasing advisor, Ernst & Young, arising from Ernst & Young's representation of Tenant in connection with the leasing of the Premises ("Broker's Fees"). In no event shall Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted obligated to make disbursements pursuant to this Agreement in the Approved Working Drawings and that a total amount which exceeds the Tenant Improvement Allowance. In addition, and all of it, Tenant shall be utilized only entitled to a one-time tenant improvement allowance in the amount of ($33.40) for each rentable square foot of the benefit Expansion Premises to be applied to the payment of the tenant improvement costs described below (the "Tenant Improvements"); provided that up to Five Dollars and 40/100 ($5.40) per square foot may be applied toward the payment of any fee due Tenant's leasing advisor, Ernst & Young, arising from Ernst & Young's representation of Tenant in connection with the leasing of the Expansion Premises ("Broker's Fees"). In no event shall Landlord be obligated to make disbursements pursuant to this Agreement in a total amount which exceeds the Tenant Improvement Allowance. Notwithstanding the foregoing, if Tenant, breaches its obligations under Paragraph 12(b) of the Lease with respect to any portion of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtureswithout limiting Landlord's remedies as set forth elsewhere in this Lease, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment not apply to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive such portion of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeasePremises.

Tenant Improvement Allowance. Landlord shall pay cost associated with Section 2.1 of the Tenant Improvements depicted on Work Letter attached to the Approved Final Plans, an Third Amendment as Exhibit B is hereby amended and restated in its entirety as follows: “Tenant shall be entitled to a one-time tenant improvement allowance in the amount which is the lesser of: of (i) One Million Sixty Two Eighty-Eight Thousand Seven Hundred Twenty Forty and 00/100 Dollars and No Cents ($1,062,720.00); or 1,088,040.00) (i.e., $15.00 per 72,536 rentable square feet of the Existing Premises) (the “Existing Premises Tenant Improvement Allowance”) and (ii) One Million Two Hundred Twenty Thousand Four Hundred and 00/100 Dollars ($1,220,400.00) (i.e., $50.00 per 24,408 rentable square feet of the Expansion Premises) (the “Expansion Premises Tenant Improvement Costs of constructing Allowance” and together with the Existing Premises Tenant Improvements (Improvement Allowance, collectively, the “Tenant Improvement Allowance”) for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Existing Premises and/or the Expansion Premises, or which are "Tenant 817456.01/WLA 888888-00019/5-2-22/ctl/ctl -1- 1000 XXXXX XXXXXX [Fourth Amendment] [AssetMark, Inc.] Improvement Allowance Items," as that term is defined in Section 2.2.1, below (the “Tenant Improvements”), which Tenant Improvements shall be performed in compliance with applicable laws (including, without limitation, the "Code," as defined below). In no event shall Landlord (A) differentiate between improvements made to the Existing Premises and the Expansion Premises, nor (B) be obligated to make disbursements pursuant to this Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose of the work depicted Work Letter in the Approved Working Drawings and that a total amount which exceeds the Tenant Improvement Allowance; provided that, and all of itnotwithstanding the foregoing, at a minimum, Tenant shall be utilized only for either leave the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction existing ceiling grid in place or install as part of the Tenant Improvements a new ceiling grid in the Expansion Premises, using at least Building-standard materials, methods and may not be used for furniturefinishes. Notwithstanding any provision to the contrary contained herein, fixtures, equipment, or otherwise. Any used or unfunded to the extent any portion of the Tenant Improvement Allowance is unused by Tenant as of August 31, 2024 (the “Outside Date”), then the remaining balance thereof shall be retained by revert to Landlord, and without payment to TenantTenant shall have no further rights with respect thereto (whether as a Rent credit, offsetcash payment, deduction or otherwise). To Notwithstanding anything to the extent that: contrary in this Tenant Work Letter, Tenant may utilize up to Two Hundred Seventeen Thousand Six Hundred Eight and 00/100 Dollars (i$217,608.00) ($3.00 per 72,536 rentable square feet of the bid obtained based on Existing Premises) of the Approved Working Drawings exceeds the Existing Premises Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the pay for Tenant Improvement Allowance (regardless of whether due Items incurred by Tenant in connection with tenant improvements made to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Existing Premises during calendar year 2018 upon Tenant shall immediately deposit into a third party escrow acceptable providing to Landlord a sum equal paid invoices for all such improvements and related costs for which the Existing Premises Tenant Improvement Allowance is to one hundred be disbursed, signed permits for all improvements completed within the Existing Premises, properly executed unconditional mechanics lien releases in compliance with both California Civil Code Section 8134 and five percent (105%) either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of the Cost Overage. In such eventimprovements, the parties shall enter into an escrow agreement substantially in the form and any other requirements that are part of Exhibit L to this LeaseLandlord's standard "close-out" package.”

Tenant Improvement Allowance. Landlord shall provide Tenant with a tenant improvement allowance of up to Two Hundred Sixty-Eight Thousand Four Hundred Fifteen Dollars ($268,415.00) (the “Renewal TI Allowance”), to be applied by Tenant only toward the cost of refurbishing the Premises (e.g., walls, offices, conference rooms and other similar improvements, new carpet, paint, power upgrades [excluding, however, any upgrades to redundant power sources such as uninterrupted power supply and back-up generators], HVAC work, lighting, etc.) (“Refurbishing”). Tenant cannot use the Renewal TI Allowance to pay cost associated with for furniture or trade fixtures or for any other purpose other than Refurbishing the Premises. Once Tenant Improvements depicted on has completed and paid for one or more particular Refurbishing projects, Landlord shall reimburse Tenant for the Approved Final Planscosts of such Refurbishing work, in an aggregate amount which is not to exceed the lesser ofRenewal TI Allowance, within thirty (30) days after Landlord’s receipt of the following: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or a written request for reimbursement that itemizes, on a line item basis, the Refurbishing costs for which Tenant seeks payment, (ii) invoices, contracts and other documents that reasonably evidence that Tenant has actually incurred Refurbishing costs in an amount equal to or exceeding the Renewal TI Allowance (provided, however, Tenant Improvement Costs can request multiple draws upon the Renewal TI Allowance for multiple Refurbishing projects so long as the total amount of constructing all draws does not exceed the Tenant Improvements maximum Renewal TI Allowance of $268,415.00), (the “Tenant Improvement Allowance”). Landlord iii) final, unconditional lien releases from all contractors and Tenant agree material and acknowledge that the Tenant Improvement Allowance will be used only service providers who have provided materials and services for the purpose of the work depicted in the Approved Working Drawings and that the Tenant Improvement AllowanceRefurbishing work, which lien releases comply with California Civil Code Section 3262(d), and all of it, (iv) such other documents and information as Landlord shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasereasonably request.

Tenant Improvement Allowance. In consideration of Tenant entering into this Fourth Amendment, Landlord shall pay cost associated with the agrees to provide to Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One a tenant improvement allowance equal to Seven Million Sixty Two Three Hundred Seventy-Five Thousand Seven Hundred Twenty Five and 00/100 Dollars and No Cents ($1,062,720.007,375,725.00); or , which amount is based on Twenty-Two and 50/100 Dollars (ii$22.50) per rentable square foot of the Tenant Improvement Costs of constructing the Tenant Improvements Premises (the “Tenant Improvement Renewal Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement The Renewal Allowance will may be used only for in Tenant’s sole discretion, including to offset and xxxxx Tenant’s obligation to pay Base Rental during the purpose Extension Term. Notwithstanding the foregoing, the parties agree that at least Two Million Four Hundred Fifty Eight Thousand Five Hundred Seventy Five and 00/100 Dollars ($2,458,575.00), based on Seven and 50/100 Dollars ($7.50) per rentable square foot of the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of itPremises, shall be utilized only used, on or before the New Expiration Date, for costs relating to the benefit construction of improvements to the Premises and the relocation, repair or replacement of any and all furniture, fixtures and equipment located in the Premises (collectively, the “Improvements”). At Tenant’s election on or before January 15, 2005, and further provided that Tenant is not in Default under the Lease, Landlord shall credit the Renewal Allowance against Tenant’s future obligations to pay Monthly Base Rental, additional rental, or any other charges due and owing by Tenant under the Lease, provided, however, if Tenant fails to provide Landlord notice of such election on or before January 15, 2005, Landlord shall pay the Renewal Allowance to Tenant via check or wire transfer on or before January 28, 2005. At any time after such payment of the Premises. The Renewal Allowance, but no later than the New Expiration Date, Tenant Improvement Allowance shall furnish to Landlord evidence reasonably satisfactory to Landlord, including such invoices, certifications, lien releases, and other documentation as Landlord may only reasonably request, to be utilized for hard costs assured, to Landlord’s reasonable satisfaction, that the Improvements have been completed in compliance with the terms of construction this Section and the terms of the Lease. In addition to the foregoing, Landlord acknowledges that Tenant Improvements is still entitled to use of that certain tenant improvement allowance equal to Eighteen and may not be used No/100 Dollars ($18.00) per rentable square foot for furniture, fixtures, equipment, or otherwise. Any used or unfunded that portion of the Tenant Improvement Allowance Premises known as Floor 5 North comprising 26,830 rentable square feet (“Five North”). The Five North allowance shall be retained used by LandlordTenant in accordance with the terms of the Lease prior to the Expiration Date, and without payment solely for costs related to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of improvements to Five North and the Tenant Improvements is expected installation of furniture, fixtures and equipment to exceed the Tenant Improvement Allowance (regardless of whether due to changes be located in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Five North. Tenant shall immediately deposit into a third party escrow acceptable have no further right to Landlord a sum equal the Five North allowance after September 30, 2007. The rights contained in this Section shall be personal to one hundred the original Tenant signing this Fourth Amendment and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Leasenot be transferable.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount of One Million Two Hundred Sixty-Five Thousand Three Hundred Seventy and No/100 Dollars ($1,265,370.00) for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises, including the additional Base Building Improvements, as that term is set forth in Section 2.2, below (collectively, the “Tenant Improvements”). Except as set forth in Sections 2.3 and 2.4, below, in no event shall Landlord and be obligated to make disbursements pursuant to this Tenant agree and acknowledge Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance will be used only for the purpose of the work depicted in the Approved Working Drawings and that the is not fully utilized by Tenant Improvement Allowanceon or before June 30, 2015, then such unused amounts shall revert to Landlord, and all of it, Tenant shall be utilized only for the benefit of the Premiseshave no further rights with respect thereto. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the All Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of which the Tenant Improvement Allowance has been made available shall be retained deemed Landlord’s property under the terms of the Lease and shall remain in the Premises at the end of the Term; provided, however, Landlord may, by Landlordwritten notice to Tenant given at the time of approval of the “Final Working Drawings,” as that term is defined in Section 3.4 of this Tenant Work Letter, or in the case of a Limited Project under Section 3.1 of this Tenant Work Letter, at the time of approval of plans and without payment to specifications under Section 6.4 of the Lease, require Tenant, offsetat Tenant’s expense, deduction or otherwise. To the extent that: to remove any (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or moveable furniture, (ii) trade fixtures, (iii) process and process support equipment, (iv) utility equipment, (v) any other items permitted to be removed by Tenant pursuant to the Lease, and (vi) any other items agreed by Landlord to be removed by Tenant at any time the cost of construction end of the Tenant Improvements is expected to exceed Term (the Tenant Improvement Allowance (regardless of whether due to changes equipment and items described in the Approved Working Drawings, change orders, increases in costs, or otherwisepreceding clauses (i) through (vi) are collectively a referred to herein as the “Cost OverageTenant’s Removable Property”); then . With respect to the “Prior Work,” as that term is defined in Section 2.3.2.4 of this Tenant shall immediately deposit into a third party escrow acceptable Work Letter, the Tenant’s Removable Property required to Landlord a sum equal to one hundred and five percent (105%) be removed by Tenant at the end of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form Term consists of Exhibit L those items listed on Schedule 2 attached to this LeaseTenant Work Letter. Tenant shall, at Tenant’s expense, repair any damage to the Premises and Building caused the removal of Tenant’s Removable Property.

Tenant Improvement Allowance. Landlord shall pay cost associated with the and Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars hereby acknowledge and No Cents ($1,062,720.00); or (ii) ---------------------------- agree that the Tenant Improvement Costs of constructing for the Tenant Improvements (Improvements, shall be based upon the “final drawings approved by Landlord and Tenant. If the actual Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that Costs varies from the Tenant Improvement Allowance will (hereinafter defined) by more than twenty-five percent (25%), then Landlord may require any of the following, in its sole discretion; (a) changes be used only made to the final drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 5 below); (c) Tenant to provide to Landlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to pay for the purpose Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the work depicted in the Approved Working Drawings and that Excess Tenant Improvement Costs before Landlord's contribution of the Tenant Improvement Allowance: provided, however, in no event or circumstance shall the Tenant Improvement Costs exceed the maximum amount of four hundred ninety-nine thousand two hundred and all 00/100 Dollars ($499,200.00), which amount is based on the amount of ittwenty and 00/100 Dollars ($20.00) per rentable square foot for 24,960 square feet of the Premises which is to be improved, as described in the Initial Plans. Subject to the foregoing, Landlord shall be utilized only provide an allowance for the benefit planning and construction of the Tenant Improvements for the work to be performed in the Premises, as described in the Initial Plans and the final drawings, in the amount of one hundred forty nine thousand seven hundred sixty and 00/100 Dollars ($149,760.00) (the "Tenant Improvement Allowance") based upon an allowance of six and 00/100 Dollars ($6.00) per rental square foot for 24,960 square feet of the Premises which is to be improved, as described in the Initial Plans and the final drawings. Tenant shall not be entitled to any credit, abatement or payment from Landlord in the event that the amount of the Tenant Improvement Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance may shall only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwisetenant improvements typically installed by Landlord in office/R&D buildings. Any used or unfunded portion of the The Tenant Improvement Allowance shall be retained the maximum contribution by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Landlord for the Tenant Improvement Allowance (exclusive Costs and shall be subject to the provisions of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 5 below.

Tenant Improvement Allowance. Landlord shall, at Landlord's sole cost and expense (not to exceed Sixty Three Thousand Five Hundred Fifty Five and 00/100 Dollars ($63,555.00), which amount is $15.00 per rentable square foot of the Seventh Floor Expansion) (the "Seventh Floor Expansion Allowance"), make certain improvements to the Seventh Floor Expansion in accordance with plans and specifications identified on Exhibit B-1 attached hereto and incorporated herein by reference (the "Tenant's Expansion Plans"). In the event Tenant does not utilize the entire Seventh Floor Expansion Allowance for improvements to the Seventh Floor Expansion, then Tenant may utilize any unused portion of the Expansion Allowance for other improvements to the Premises, as approved by Landlord; provided, however, that Tenant must use this unused portion on or before December 1, 2001 or Landlord will have no further obligation with respect to the Seventh Floor Expansion Allowance. In the event the cost of constructing such improvements to the Seventh Floor Expansion exceeds the Seventh Floor Expansion Allowance, Tenant shall pay cost associated with for all such costs within ten (10) days of receipt of Landlord's invoice therefor. In no event shall the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the “Tenant Improvement Allowance”). Landlord and Tenant agree and acknowledge that the Tenant Improvement Allowance will be used only for the purpose remainder of the work depicted in the Approved Working Drawings and that the Tenant Improvement Seventh Floor Expansion Allowance, and all of itif any, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwiseRent. Any used or unfunded portion The improvements to be constructed in connection with Tenant's lease of the Tenant Improvement Allowance Seventh Floor Expansion shall be retained by Landlord, considered alterations and without payment the plans therefor and the construction thereof shall be subject to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive provisions of the Cabling Installation); or (ii) at any time the cost Article 11 of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.

Tenant Improvement Allowance. Landlord Tenant shall pay cost associated with the Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: be entitled to tenant improvement allowances (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars and No Cents ($1,062,720.00); or (ii) the Tenant Improvement Costs of constructing the Tenant Improvements (the each a “Tenant Improvement Allowance”) for various portions of the Premises in accordance with the table set forth below for the costs relating to the design (including consultant and project management fees). Landlord , permitting, and Tenant agree and acknowledge that construction of Tenant’s improvements which are affixed to the portion of the Premises for which the Tenant Improvement Allowance will be used only for pertains (as applicable, the purpose of “Tenant Improvements”), including the work depicted in the Approved Working Drawings and that the Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The “Tenant Improvement Allowance may only Items,” as that term is defined in Section 1.2(a) below, and “FF&E” as defined, and subject to the limitation specified below, in this Section 1.1. Except as provided in Sections 1.2( d) and 1.2(f), and in no event shall Landlord be utilized obligated to make disbursements pursuant to this Tenant Work Letter for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded any portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings Premises in a total amount which exceeds the Tenant Improvement Allowance (exclusive for such portion of the Cabling Installation); or (ii) at any time the cost Premises. Portion of construction of the Tenant Improvements is expected to exceed the Premises Tenant Improvement Allowance Phase I Premises Thirty Dollars (regardless $30.00) per square foot of whether due to changes in the Approved Working DrawingsRentable Area, change ordersof which Ten Dollars ($10.00) per square foot of Rentable Area may be used for Tenant’s furniture, increases in costsfurnishings, or otherwise) fixtures, and equipment installed by Tenant, including, but without limitation, art, indoor and outdoor furniture, plants, and Sports Court equipment (collectively a collectively, “Cost OverageFF&E”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent . Phase II Premises Thirty Dollars (105%$30.00) per square foot of the Cost Overage. In such eventRentable Area, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this Lease.which Ten Dollars ($10.00) per square foot of Rentable Area may be used for FF&E. 6210 Expansion Premises (if any) Twenty-Five Dollars ($25.00) per square foot of Rentable Area, of which Ten Dollars ($10.00) per square foot of Rentable Area may be used for FF&E.

Tenant Improvement Allowance. Landlord shall pay cost associated with the and Tenant Improvements depicted on the Approved Final Plans, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars hereby acknowledge and No Cents ($1,062,720.00); or (ii) agree that the Tenant Improvement Costs (defined in Section 9 below) for the Tenant Improvements, based upon the Initial Plans approved by Landlord and Tenant in accordance with the provisions of constructing Section 4 above, are estimated to approximately One Hundred Four Thousand Three Hundred Thirteen and 00/100 Dollars ($104,313.00) (the “Estimated TI Costs”). If the actual Tenant Improvement Costs varies from this estimate by more than twenty-five percent (25%), then Landlord may require any of the following, in its sole discretion: (a) changes be made to the Final Drawings to reduce the cost of the Tenant Improvements and Landlord may refuse to sign any construction contract or Change Orders to the construction contract, as the case may be, until such changes are made to the sole satisfaction of Landlord; (b) Tenant to deposit into a separate escrow account cash in an amount equal to the Excess Tenant Improvement Costs (defined in Section 10 below); (c) Tenant to provide to Landlord evidence satisfactory to Landlord, in its sole discretion, that Tenant has adequate financial resources to pay for the Excess Tenant Improvement Costs, as solely determined by Landlord; and/or (d) Tenant to pay all of the Excess Tenant Improvement Costs before Landlord’s contribution of the Tenant Improvement Allowance (defined in Section 10 below). Subject to the foregoing, Landlord shall provide an allowance for the planning and construction of the Tenant Improvements for the Work to be performed in the Premises, as described in the Initial Plans and the Final Drawings, in the amount of One Hundred Four Thousand Three Hundred Thirteen and 00/100 Dollars ($104,313.00) (the “Tenant Improvement Allowance”)) based upon an allowance of Seven and 45/100 Dollars ($7.45) per rentable square foot for 14,001 rentable square feet of the Premises which is to be improved, as described in the Initial Plans and the Final Drawings. Tenant shall not be entitled to any credit, abatement or payment from Landlord and Tenant agree and acknowledge in the event that the amount of the Tenant Improvement Allowance will be used only for specified above exceeds the purpose of the work depicted in the Approved Working Drawings and that the actual Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the PremisesCosts. The Tenant Improvement Allowance may shall only be utilized for hard costs of construction of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwisetenant improvements typically installed by Landlord in office/R&D and warehouse/distribution buildings. Any used or unfunded portion of the The Tenant Improvement Allowance shall be retained the maximum contribution by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds Landlord for the Tenant Improvement Allowance (exclusive Costs and shall be subject to the provisions of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 10 below.

Tenant Improvement Allowance. Landlord The Lessor agrees to provide to the Lessee a tenant improvement allowance of $33.00 per useable square foot of the Premises (the "Tenant Improvement Allowance"). The Tenant Improvement Allowance shall pay cost associated with be applied to the Tenant Improvements depicted on the Approved Final Plansand all fees, an amount which is the lesser of: (i) One Million Sixty Two Thousand Seven Hundred Twenty Dollars charges and No Cents ($1,062,720.00); expenses for architectural and engineering services, permits and governmental or (ii) the Tenant Improvement Costs of constructing quasi-governmental fees necessary or appropriate in connection with the Tenant Improvements (the “"Tenant Improvement Allowance”Expenses"). Landlord and In the event that, during the course of constructing the Tenant agree and acknowledge that Improvements, changes requested by the Lessee in the Tenant Improvements which have been the subject of an approved change order result in the Tenant Improvement Expenses exceeding the Tenant Improvement Allowance will be used only for and any amounts previously deposited by the purpose Lessee, the Lessor shall give written notice of the work depicted estimated shortfall to the Lessee and the Lessee shall deposit, within fifteen (15) days of execution of such a change order, the amount of the increase shown on the change order. The Lessor shall have no obligation to proceed with the construction of the items or modifications described in such change order until such deposit has been made. Any amount which is not paid by the Approved Working Drawings and Lessee within such fifteen (15) days shall bear interest at the highest rate allowed by law. In the event that the amount deposited by the Lessee is greater than the amount of the actual shortfall, the difference shall be refunded to the Lessee by the Lessor upon the earlier of (i) completion of the Tenant Improvements, the payment of all retentions to subcontractors and contractors, the expiration of all lien periods, and the payment of all Tenant Improvement Allowance, and all of it, shall be utilized only for the benefit of the Premises. The Tenant Improvement Allowance may only be utilized for hard costs of construction Expenses or (ii) sixty (60) days following substantial completion of the Tenant Improvements and may not be used for furniture, fixtures, equipment, or otherwise. Any used or unfunded portion of the Tenant Improvement Allowance shall be retained by Landlord, and without payment to Tenant, offset, deduction or otherwise. To the extent that: (i) the bid obtained based on the Approved Working Drawings exceeds the Tenant Improvement Allowance (exclusive of the Cabling Installation); or (ii) at any time the cost of construction of the Tenant Improvements is expected to exceed the Tenant Improvement Allowance (regardless of whether due to changes as described in the Approved Working Drawings, change orders, increases in costs, or otherwise) (collectively a “Cost Overage”); then Tenant shall immediately deposit into a third party escrow acceptable to Landlord a sum equal to one hundred and five percent (105%) of the Cost Overage. In such event, the parties shall enter into an escrow agreement substantially in the form of Exhibit L to this LeaseSection 18.3.