Disbursement of the Tenant Improvements Allowance. Except as otherwise set forth in this Tenant Work Letter, the Tenant Improvements Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord’s reasonable disbursement process) for costs incurred and paid by Tenant related to the design and construction of the Tenant Improvements and for the following items and costs (collectively, the “Tenant Improvements Allowance Items”): # payment of the fees of the “Architect” as that term is defined in Section 3.1 of this Tenant Work Letter in connection with the preparation and review of the “Construction Documents,” as that term is defined in Section 3.1 of this Tenant Work Letter; # payment of the Landlord’s Project Oversight Fee, # the cost of any changes to the Construction Documents or Tenant Improvements required by all applicable building codes (the “Code”) enacted after approval of the Construction Documents, # costs payable to the Contractor and any subcontractors, and # other costs incurred in connection with the Tenant Improvements to the extent the same can be paid using the Tenant Improvements Allowance pursuant to the specific provisions of this Tenant Work Letter.

At Tenant’s written election (“Additional TI Allowance Election”) Tenant shall have the right to require Landlord to provide the Additional TI Allowance towards Hard Costs only. Tenant must give the Additional TI Allowance Election on or before the commencement of the Tenant Improvement Work. The Additional TI Allowance Election shall set forth the amount (“Elected Amount”) of Additional TI Allowance which Tenant elects to apply towards Hard Costs. Landlord shall provide the Additional TI Allowance to Tenant on the same terms and conditions as Landlord provides the Landlord Contribution to Tenant, except as set forth in this Section 12. The Additional TI Allowance may only be used to pay for Hard Costs, and shall not

“Tenant Allowance” means a cash allowance paid to a tenant by the landlord pursuant to a Lease.

Elements of the Tenant Improvement Allowances. The Tenant Improvement Allowance (and Additional Tenant Improvement Allowance, as applicable) shall include the following items and costs:

Part VI - Improvement Allowance 6.1 Space Plan Allowance. In addition to the Improvement Allowance, Landlord shall provide to Tenant an allowance (the “Space Plan Allowance”) of ten cents ($0.10) per square foot of Rentable Area in the Building (as contemplated by the Base Building Schematic Drawings), but in any event in an aggregate amount of not less than $30,000, to be used by Tenant in connection with its initial space planning for the Tenant Improvements. Landlord shall disburse the Space Plan Allowance (or portion thereof) to Tenant’s Architect (or to Tenant, if Tenant provides evidence of payment of Tenant’s Architect from its own funds) from time to time in such amounts as requested by Tenant, and, in any event, within 30 days after request by Tenant together with invoice(s) supporting the amount of such requested disbursement of the Space Plan Allowance. Any unused portion of the Space Plan Allowance shall be added to the Improvement Allowance.

Payment to Landlord of a supervision fee in the sum of 4% of the Tenant Improvement Allowance and the Additional Tenant Improvement Allowance used by Tenant;

Other Terms. Landlord shall only be obligated to make disbursements from the Tenant Improvement Allowance to the extent costs are incurred by Tenant for Tenant Improvements. All Tenant Improvement Allowance Items that have been paid for with or reimbursed from the Tenant Improvement Allowance shall be deemed Landlord's property under the terms of the Lease.

Test Fit Allowance. Tenant acknowledges and agrees that, prior to the Effective Date, Landlord provided Tenant or Tenant’s Architect with an additional allowance of $0.15 per rentable square foot of the Premises in order to allow Tenant to direct the Tenant’s Architect to develop preliminary space plans for the Building (the “Test Fit Allowance”). The Test Fit Allowance is not part of and shall not be deducted from the Turnkey Improvement Allowance, the Tenant’s Work Allowance or any other allowances provided hereunder.

Improvement Allowance. Landlord and Tenant hereby acknowledge that pursuant to the terms of Section 2.5 of the First Amendment Work Letter and Section 2 of the Second Amendment, Tenant is entitled to a one-time Improvement Allowance in the amount of $12,698,190.00 (the "12780 Improvement Allowance") for the costs relating to the initial design and construction of the improvements which are permanently affixed to the Premises. In connection with the increase of the Landlord Contribution Amount set forth in Section 8 above, Landlord and Tenant hereby desire to decrease such 12780 Improvement Allowance, and accordingly, effective as of the date of this Third Amendment, # Landlord and Tenant hereby decrease the 12780 Improvement Allowance by $50,000.00 to a new total of $12,648,190.00, and # the term “12780 Improvement Allowance” shall hereafter refer to such amount.

Landlord shall provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements if and to the extent such allowances were applicable in determining the Fair Market Rental Rate.