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

Inspection. At all times during construction of the Tenant Improvements and upon completion of the Tenant Improvement Work, Landlord and Landlord’s employees and agents shall have the right to inspect the Tenant Improvements, and to require the correction of any faulty work or any material deviation from the Approved TI Construction Drawings; provided, however, that if Landlord determines that any faulty work or material deviation exists that might adversely affect the structure of the Building or the Base Building Systems, then # Landlord, at Tenant’s expense, may take such action (including suspension of construction of the Tenant Improvements) as Landlord reasonably deems necessary to correct such defect, and # until such defect is corrected, Landlord may withhold from the disbursement of the Tenant Improvement Allowance an amount equal to one hundred fifty percent (150%) of the estimated cost to correct such defect. Tenant shall not close-up any Tenant Improvements affecting the Base Building Systems until the same have been inspected by Landlord’s agents. No inspection or approval by Landlord of any such work shall constitute an endorsement thereof or any representation as to the adequacy thereof for any purpose or the conformance thereof with any Applicable Laws, and Tenant remain fully responsible and liable therefor.

The Extension Allowance shall be due and payable in full on or before July 1, 2014. After July 1, 2014, there shall be no further reductions in Basic Rent. If Landlord fails to pay all or any portion of the Extension Allowance on or before July 1, 2014, and the failure continues after 30 days' written notice and time to cure, then, as Tenant's sole and exclusive remedy for such failure, Tenant may offset the unpaid portion of the Extension Allowance against Basic Rent next coming due under the Lease until the Extension Allowance is paid in full.

Disbursing. The [[Organization B:Organization]] Improvement Allowance, including payment of a proportional share of the two percent (2%) construction management fee, shall be paid monthly in arrears during completion of the [[Organization B:Organization]] Improvements in accordance with usual and customary construction disbursement procedures.”

The construction in the Expansion Premises shall be performed in accordance with [Exhibit D] attached to the Lease as if references to the Premises therein were references to the Expansion Premises. Landlord shall oversee and manage the construction of the Tenant Improvements to the 6,282 rentable square feet in the Expansion Premises utilizing the general contractor selected solely at Tenant’s discretion as provided for in [Exhibit D] to the Lease and in compliance with the “Final Plans” (as defined in [Exhibit D]), in accordance with, and subject to, the terms and conditions of the Tenant Improvement Letter attached to the Lease as [Exhibit D]. Landlord’s construction shall not include any personal property, furniture, fixtures and equipment of Tenant.

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

Landlord and Tenant have agreed to amend the Lease with respect to payment of the Extension Allowance, subject to the terms and conditions of this Amendment.

Notwithstanding the foregoing, Landlord shall be entitled to retain from the Landlord’s Allowance, the reasonable expenses and fees of the Landlord’s construction manager that are attributable to such manager’s involvement with the construction of the Tenant Improvements and the out-of-pocket costs actually incurred by Landlord in connection with the Tenant improvements, including, without limitation, the costs and fees of third-party architects, engineers and consultants (collectively, the “Landlord’s Costs”). At such time as the Landlord’s Allowance has been entirely disbursed, Tenant shall, within ten (10) business days after written demand, pay to Landlord any Landlord’s Costs not yet paid to Landlord.

Acceptance of Premises; Allowance. Subject to the terms of Exhibit C attached hereto and by this reference incorporated herein, Tenant hereby accepts the Premises, as expanded herein, in its “AS IS,” “WHERE IS” condition, and without any representations or warranties (express or implied) whatsoever, through the Term, as may be further extended, and hereby acknowledges and agrees Landlord shall have no obligation to construct any tenant improvements to the Premises, as expanded herein, and Landlord shall have no obligation to provide any tenant improvement allowance, credit, set-off, or other concession to Tenant.

Improvements. Subtenant shall use the Subleased Premises in its current configuration as of the Commencement Date, and shall not have the right to make any substantial alterations or improvements to the Subleased Premises without Sublandlord’s prior written consent. To the extent Sublandlord permits any such alterations or improvements, such alterations shall be in accordance with the Master Lease, and shall be made only with the prior written consent of both Master Landlord and Sublandlord. Notwithstanding the foregoing, subject to Master Landlord’s consent and Sublandlord’s review of final detailed plans, Subtenant may perform (in compliance with the terms of Section 8 of the Master Lease, as incorporated herein) and surrender at the end of the Term, the alterations described in Exhibit D hereto, at Subtenant’s sole cost and expense.