The cost of Tenant's alterations in each of the Expansion Premises shall be paid first out of the applicable Improvements Allowance until the Improvements Allowance is exhausted. Tenant shall deliver to Landlord, no more frequently than once per month, invoices for work performed hereunder together with any other supporting documentation reasonably requested by Landlord. Provided no Event of Default then exists under the Lease, the Improvements Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Expansion Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Expansion Premises exceeds the amount of the applicable Improvements Allowance, the excess shall be paid by Tenant after the Improvements Allowance is fully exhausted. Notwithstanding the foregoing, the Improvements Allowance associated with any particular Expansion Premises may be utilized by Tenant in the Expansion Premises with which it is associated and/or in any other Expansion Premises that is delivered to Tenant either concurrently with or following the delivery date of the Expansion Premises with which such Improvements Allowance is associated. Tenant may also submit invoices for an existing or completed Expansion Premises project when a new Improvements Allowance becomes available.

The cost of Tenant's alterations in the Third Floor Expansion Premises shall be paid first out of the Third Floor Improvements Allowance until the Third Floor Improvements Allowance is exhausted. Tenant shall deliver to Landlord, no more frequently than once per month, invoices for work performed hereunder together with any other supporting documentation reasonably requested by Landlord. Provided no Event of Default then exists under the Lease, the Third Floor Improvements Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Third Floor Expansion Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Third Floor Expansion Premises exceeds the amount of the Third Floor Improvements Allowance, the excess shall be paid by Tenant after the Third Floor Improvements Allowance is fully exhausted.

The cost of Tenant's alterations in the Dibrell Expansion Premises shall be paid first out of the Dibrell Improvements Allowance until the Dibrell Improvements Allowance is exhausted. Tenant shall deliver to Landlord, no more frequently than once per month, invoices for work performed hereunder together with any other supporting documentation reasonably requested by Landlord. Provided no Event of Default then exists under the Lease, the Dibrell Improvements Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Dibrell Expansion Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Dibrell Expansion Premises exceeds the amount of the Dibrell Improvements Allowance, the excess shall be paid by Tenant after the Dibrell Improvements Allowance is fully exhausted.

Expansion Premises. Landlord hereby grants to Tenant an "Expansion Premises Improvement Allowance" of ​, which Expansion Premises Improvement Allowance shall be used only to reimburse Tenant for the actual out-of-pocket costs paid by Tenant to independent third parties for the construction of the Expansion Premises Improvements or payment of the Landlord Fee and the Third Party Fees. After the completion of the construction of the Expansion Premises Improvements, Landlord shall make one (1) disbursement of the Expansion Premises Improvement Allowance. Prior to Landlord making the disbursement, Tenant shall deliver to Landlord: # a request for payment, approved by Tenant, in a form which is reasonably acceptable to Landlord; # invoices from all contractors whose work is being paid with respect to such payment request; # copies of executed mechanic's lien releases from all of the contractors which shall comply with the provisions of California Civil Code Section 8138; # proof that Tenant has previously paid to the contractors the monies described in the payment request; # “as built” plans for the Expansion Premises Improvements and # all other information reasonably requested by Landlord. Within thirty (30) days after Landlord has received all of this information, Landlord shall deliver a check to Tenant in an amount equal to the lesser of # the actual monies paid by Tenant to Tenant's contractors with respect to such payment request plus the Landlord Fee and the Third Party Fees if previously paid by Tenant or # the Expansion Premises Improvement Allowance.

Upon Tenant’s substantial completion of the Premises Improvements, Landlord shall reimburse Tenant for the cost of the Premises Improvements up to the amount of the Improvement Allowance, no later than 30 days following receipt of such draw request with: # sworn statements setting forth the names of all contractors and subcontractors who did work on the Premises Improvements and final lien waivers from all such contractors and subcontractors; and # “as built” plans for the Premises Improvements. Notwithstanding the foregoing, if the cost of the Premises Improvements exceeds the Improvement Allowance, Tenant shall be required to pay such excess in full prior to Landlord having any obligation to fund the Improvement Allowance. The Improvement Allowance shall only be available for use by Tenant for the construction of the Premises Improvements commencing on the date of this Lease through the date occurring 12 months after the date of this Lease (the “Outside Improvement Allowance Date”). Any portion of the Improvement Allowance which has not been properly requested by Tenant from Landlord on or before the Outside Improvement Allowance Date shall be forfeited and shall not be available for use by Tenant.

Requisitions. The Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance, as the case may be, shall be payable by Landlord to Tenant (or, at Landlord’s option, directly to Tenant’s contractor) upon written requisition to Landlord. Prior to payment of any such installment Tenant shall deliver to Landlord a written request, which request shall be given no more frequently than once every thirty (30) days, for such disbursement, which shall be accompanied by: # in the case of any payments to be made to Tenant, and not as a direct payment to the contractor, copies of paid invoices from Tenant’s contractor, and partial lien waivers or final lien waivers (in the case of a final installment) with respect to all invoices to be paid from such requisition, # in the case of any payments to be made as a direct payment to the contractor, invoices with respect to the work for which payment is requested, and partial lien waivers with respect to such work (or final lien waivers in the case of a final installment) conditioned only upon payment of such invoices; # a certificate signed by the Tenant’s architect certifying that the work represented by the aforementioned invoices has been completed substantially in accordance with the plans previously approved by Landlord which may be on AIA form G702; # when the work is substantially complete, a certificate of substantial completion signed by Tenant’s architect which may be on AIA form G704, and, if applicable, as-built plans for Tenant’s Expansion Premises A Work or Tenant’s Expansion Premises B Work, as the case may be, prepared by Tenant’s architect (in the case of a final installment); and # all other commercially reasonable information and materials reasonably requested by Landlord. Landlord shall pay each installment within thirty (30) days of receiving the request for such disbursement together with the materials enumerated in the previous sentence and satisfying the requirements thereof. Each installment by Landlord will be in the amount of Landlord’s pro-rata share based on the ratio of # the sum of the Expansion Premises A Tenant Improvement Allowance and Expansion Premises B Tenant Improvement Allowance being allocated to by Tenant to the Tenant’s Expansion Premises Work included in the relevant construction and design contract to # the total cost of the Tenant’s Expansion Premises Work included in the relevant construction and design contract, as evidenced by reasonably detailed documentation delivered to Landlord with the requisition first submitted by Tenant for such Work (subject to all conditions and limitations set forth in this Amendment), less a retainage equal to the greater of the retainage set forth in the construction and design contract or five percent (5%) of amount due under the construction contract. Tenant shall be entirely responsible for the costs of Tenant’s Expansion Premises Work except to the extent required to be paid by Landlord in accordance with the terms of this Amendment. In no event shall Landlord be required to pay more than the Expansion Premises A Tenant Improvement Allowance and the Expansion Premises B Tenant Improvement Allowance as provided in this Amendment or to pay either the Expansion Premises A Tenant Improvement Allowance or the Expansion Premises B Tenant Improvement Allowance except as provided in this Amendment.

Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite 110 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite 110 Premises exceeds the amount of the Granted Allowance, the excess shall be paid by Tenant after the Granted Allowance is fully exhausted. Any portion of the Granted Allowance that has not been applied (or contracted to be applied) in the manner set forth above by the date which is twelve (12) months following the Eighth Amendment Commencement Date shall revert to Landlord, and Tenant shall have no further rights with respect thereto.

Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite 110 Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite 110 Premises exceeds the amount of the Granted Allowance, the excess shall be paid by Tenant after the Granted Allowance is fully exhausted. Any portion of the Granted Allowance that has not been applied (or contracted to be applied) in the manner set forth above by the date which is twelve (12) months following the Eighth Amendment Commencement Date shall revert to Landlord, and Tenant shall have no further rights with respect thereto.

Original Premises. Landlord hereby grants to Tenant an "Original Premises Improvement Allowance" of ​, which Original Premises Improvement Allowance shall be used only to reimburse Tenant for the actual out-of-pocket costs paid by Tenant to independent third parties for the construction of the Original Premises Improvements or payment of the Landlord Fee and the Third Party Fees. After the completion of the construction of the Original Premises Improvements, Landlord shall make one (1) disbursement of the Original Premises Improvement Allowance. Prior to Landlord making the disbursement, Tenant shall deliver to Landlord: # a request for payment, approved by Tenant, in a form which is reasonably acceptable to Landlord; # invoices from all contractors whose work is being paid with respect to such payment request; # copies of executed mechanic's lien releases from all of the contractors which shall comply with the provisions of California Civil Code Section 8138; # proof that Tenant has previously paid to the contractors the monies described in the payment request; # “as built” plans for the Original Premises Improvements and # all other information reasonably requested by Landlord. Within thirty (30) days after Landlord has received all of this information, Landlord shall deliver a check to Tenant in an amount equal to the lesser of # the actual monies paid by Tenant to Tenant's contractors with respect to such payment request plus the Landlord Fee and the Third Party Fees if previously paid by Tenant or # the Original Premises Improvement Allowance.

The cost of Tenant’s alterations in the Suite [[Unknown Identifier]] Premises shall be paid first out the Suite [[Unknown Identifier]] Granted Allowance until the Suite [[Unknown Identifier]] Granted Allowance is exhausted (at which time Tenant shall be fully responsible for the cost of any further alterations), and the cost of Tenant’s alteration in the Suite [[Unknown Identifier]] Premises shall be paid first out the Suite [[Unknown Identifier]] Granted Allowance until the Suite [[Unknown Identifier]] Allowance is exhausted (at which time Tenant shall be fully responsible for the cost of any further alterations). Provided no Event of Default then exists under the Lease, the Granted Allowance (or portions thereof) shall be disbursed to Tenant within thirty (30) days following Tenant's submission to Landlord of paid invoices for work related to alterations performed by Tenant in the Suite [[Unknown Identifier]] Premises and Suite [[Unknown Identifier]] Premises, accompanied by waivers of liens executed by all contractors employed by Tenant for the performance of such work. If the cost of Tenant's alterations in the Suite [[Unknown Identifier]] Premises or the Suite [[Unknown Identifier]] Premises exceeds the amount of the Suite [[Unknown Identifier]] Granted Allowance or the Suite [[Unknown Identifier]] Granted Allowance, the excess shall be paid by Tenant after the Suite [[Unknown Identifier]] Granted Allowance or the Suite [[Unknown Identifier]] Granted Allowance is fully exhausted. Any portion of the # Suite [[Unknown Identifier]] Granted Allowance that has not been applied (or contracted to be applied) in the manner set forth above by the date which is twelve (12) months following the Suite [[Unknown Identifier]] Premises Seventh Amendment Commencement Date shall revert to Landlord, and Tenant shall have no further rights with respect thereto and # Suite [[Unknown Identifier]] Granted Allowance that has not been applied (or contracted to be applied) in the manner set forth above by the date which is twelve (12) months following the Suite [[Unknown Identifier]] Premises Seventh Amendment Commencement Date shall revert to Landlord, and Tenant shall have no further rights with respect thereto.