Use of Restroom Allowance. [Section 2.1.2] of the Tenant Work Letter attached as [Exhibit B] to the Lease is hereby amended to provided that the “Restroom Allowance” may be used for the cost of Tenant Improvement Allowance Items as well as for restroom upgrades.

Permitted Allowance Items. The Tenant Improvement Allowance shall be disbursed by Landlord only for the payment or reimbursement of the following items and costs (collectively, the “Permitted Allowance Items”): # costs of preparing the Space Plan, the Preliminary Plans, and the Approved TI Construction Drawings, # the cost of obtaining Permits, # the documented cost of performing the Tenant Improvement Work, including the cost of procuring, constructing and installing all construction materials, # the cost of any change to the Base Building Improvements required by the Approved TI Construction Drawings, including all direct architectural and/or engineering fees and expenses incurred in connection therewith, and # the costs and fees related to the management and supervision of the Tenant Improvement Work for Tenant’s benefit. From time to time during the course of construction, Landlord may charge against the Tenant Improvement Allowance any and all Permitted Allowance Items incurred by Landlord, including, without limitation, any increased costs incurred by Landlord as a result of, or in connection with, Plan Modifications or any Tenant Delay. Permitted Allowance Items shall not include furnishings, fixtures, equipment and other personal property, including cabling, switches, servers, routers and similar data and telecommunications equipment costs.

Landlord and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, increase the Tenant Improvement Allowance.

if such disbursement request is for $50,000 or more of tenant improvement costs, the Agent shall have (if it desires) verified (by an inspection conducted at the Borrower’s expense) performance of the work associated with such tenant improvement costs.

EXHIBIT # -3- (e) Project Management. Unless and until revoked by Landlord by written notice delivered to Tenant, Landlord hereby # delegates to Project Manager the authority to exercise all approval rights, supervisory rights and other rights or powers of Landlord under this Tenant Work Letter with respect to the design and construction of the Tenant Improvements, and # requests that Tenant work with Project Manager with respect to any logistical or other coordination matters arising in the course of construction of the Tenant Improvements, including monitoring Tenant's compliance with its obligations under this Tenant Work Letter and under the Lease with respect to the design and construction of the Tenant Improvements. Tenant acknowledges the foregoing delegation and request, and agrees to cooperate reasonably with Project Manager as Landlord's representative pursuant to such delegation and request. Fees and charges of Project Manager for such services shall be at Tenant's sole expense, subject to Landlord's payment of the Tenant Improvement Allowance and, to the extent requested by Tenant, the Additional TI Allowance. Such fees shall be equal to 2.65% of all funds the Tenant Improvement Allowance or Additional Tenant Improvement Allowance used in connection with the construction of the Tenant Improvements, and 2% of any additional funds provided by Tenant for such construction.

Space Plan Allowance. Landlord agrees to reimburse Tenant for architectural costs incurred in connection with preparation of the Space Plan and two (2) revisions thereof in an amount not to exceed (the “Space Plan Allowance”). Tenant may submit invoices to Landlord for payment of the Space Plan Allowance to reimburse Tenant or to pay Tenant’s Architect directly (if so requested by Tenant) for the Space Plan prepared by Tenant’s Architect. Following Landlord’s receipt of such invoices, Landlord shall within thirty (30) days thereafter pay Tenant for the amount requested in such invoice; provided in no event shall Landlord be obligated to make disbursements for the Space Plan in an amount which exceeds the Space Plan Allowance. The Space Plan Allowance shall not be deducted from the Tenant Improvement Allowance.

requirements and approvals relating to the Tenant Improvements in the Expansion Space, # construction management services relating to the Tenant Improvements in the Expansion Space, and # any and all costs, expenses, fees and charges incurred in connection with the Tenant Improvements in the Expansion Space and/or the items described in [(i) through (iv) above]. If the Expansion Tenant Improvement Allowance is insufficient to defray the entire cost of the Tenant Improvements, the balance shall be paid entirely by Tenant pursuant to the terms and conditions specified in [Exhibit D] to the Lease; provided, however, Tenant will not be required to pay any amount until the Landlord has paid the Expansion Tenant Improvement Allowance stated above less retainage equaling ten percent (10%) of the total cost of constructing the Tenant Improvements in the Expansion Premises, which shall be deliberately withheld until completion to assure that the contractor and/or subcontractors satisfy their obligations in performing the approved improvements and/or approved work related thereto. Landlord has no obligation to advance more than the Expansion Tenant Improvement Allowance for any items under any circumstances.

Monthly Disbursements. From time to time, if Tenant desires disbursement of any portion of the Tenant Improvement Allowance, Tenant shall deliver to Landlord, on or before the fifteenth (15th) day of the month (and not more often than once per month) the following: # an Application and Certificate for Payment (AIA Document G702) (“Application for Payment”) signed by Tenant’s Architect, together with an updated schedule of values indicating the portion of the Tenant Improvement Work that has been completed and the portion that has not been completed as of the date of the request for payment; # an updated Budget setting forth in reasonable detail # a computation of the total costs of performing the Tenant Improvements incurred by Tenant during the prior month (including costs related to Plan Modifications) and # the cumulative Tenant Improvement costs incurred through the end of such month; # a calculation of the portion of the request for payment due Tenant’s Contractor that is Landlord’s Share (as defined below in this [Section 6.5.1]); # invoices from all of Tenant’s Agents for labor rendered and materials delivered to the Premises; # executed conditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents included in the Application for Payment, together with unconditional mechanic’s lien releases from Tenant’s Contractor and Tenant’s Agents with respect to payments made by Landlord pursuant to Tenant’s prior submission of an Application for Payment, which shall comply with the appropriate provisions of California Civil Code Sections 8132 and 8134; and # all other information reasonably requested by Landlord or Landlord’s lender to support the disbursement. Tenant’s request for payment shall constitute Tenant’s representation to Landlord that, without limiting any warranty or other similar claims that Tenant may have against Tenant’s Contractor or Tenant’s Agents, Tenant has accepted and approved for payment the work furnished and/or materials supplied as set forth in the Application for Payment, and that the amount requested constitutes payment for Permitted Allowance Items that have been incurred by Tenant or are currently owing to Tenant’s Contractor or Tenant’s Agents. Provided that the Lease is then in full force and effect and Tenant is not in default of any of its obligations under the Lease, including this Agreement, within forty-five (45) days after receipt of the foregoing, Landlord shall deliver a check to Tenant made payable to Tenant’s Contractor or as otherwise directed in writing by Tenant, in payment of the lesser of: # Landlord’s Share, if applicable, of the Permitted Allowance Items shown in the applicable Application for Payment, after first deducting any amounts payable pursuant to [Sections 2.2.7 and 6.3]3] above, and # the balance of any remaining available portion of the Tenant Improvement Allowance (excluding the Final Retention), provided that Landlord may withhold from such disbursement amounts attributable to work that Landlord reasonably determines does not comply with the Approved TI Construction Drawings, as amended by Plan Modifications approved by Landlord. “Landlord’s Share” shall be the proportion that the Tenant Improvement Allowance bears to the estimated total cost of the Tenant Improvements as reflected in the current Budget. For example, if the estimated total cost of the Tenant Improvements in the current Budget is if the estimated total cost of the Tenant Improvements changes during the course of construction due to changes in the scope of the work, increased costs of materials, delays, or any other reason, Landlord’s Share shall be appropriately adjusted to reflect the estimated total cost of the Tenant Improvement at the time of each draw request. Landlord’s payment of such amounts shall not be deemed Landlord’s approval

EXHIBIT # -5- (b) Additional TI Allowance. In addition to the Tenant Improvement Allowance, Tenant shall have the right, by written notice to Landlord given on or before the Lease Commencement Date, to use up to $40.00 per RSF of the Premises (i.e., up to $3,406,600) (the "Additional TI Allowance") towards the payment of the costs of the Tenant Improvement Allowance Items. In the event Tenant exercises its right to use all or any portion of the Additional TI Allowance, Tenant shall be required to pay Landlord, commencing on the date the Tenant Improvements are completed (the "Additional Payment Commencement Date"), the "Additional TI Allowance Payment," as that term is defined below, in consideration of Landlord provision of the Additional TI Allowance. The "Additional TI Allowance Payment" shall be determined as the missing component of an annuity, which annuity shall have # the amount of the Additional TI Allowance utilized by Tenant as the present value amount, # a number equal to the number of full calendar months then remaining in the Lease Term as the number of payments, # a monthly interest factor equal to sixty-seven one-hundredths percent (0.67%), which is equal to eight percent (8%) divided by twelve (12) months per year, and # the Additional TI Allowance Payment as the missing component of the annuity, and shall not be subject to annual escalations. Following the calculation of the Additional TI Allowance Payment, Landlord and Tenant will enter into a lease amendment in the form of Exhibit G attached to the Lease, to confirm the amount thereof.

Subject to [Exhibit D] to the Lease and provided no Event of Default (it being agreed that if such Event of Default shall be cured by Tenant prior to Landlord’s exercise of the Landlord’s remedies specified in [Section 23.2, (a)])], and/or # of the Lease, then Tenant shall be entitled to the Expansion Tenant Improvement Allowance), Landlord shall make available to Tenant $219,870.00 (the “Expansion Tenant Improvement Allowance”) (calculated as $35.00 for each of 6,282 Rentable Square Feet) to be used in the Expansion Space for and in connection with # the purchase, installation and construction of the Tenant Improvements in the Expansion Space, # space planning, architectural and engineering expenses related to the Tenant Improvements in the Expansion Space, # plan review, permits, inspections and other governmental