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EXHIBIT 1B
<br />Tenant Improvement Costs (dalined below) (and oil other costs or expenses Ilieu mail by Tenant in connection with the design and construction oFlhe
<br />Tenant Improvements) In excess of the Al l Owen cc Amount ("Excess Tenant improvemant Costs") in o0eindamoo with the provisions or this Work
<br />Letter. Landlord shall have no obligation hereunder to make Any payments or disbursements, or to Incur any obligation to make any payment or
<br />disbmsennent in connection with the design and construction of the Temmal Improvements, In A total amount which exceeds file Allowance Amount,
<br />In any event, lit all times Tenant shall pay and satisfy in lull on a timely basis all obligations for payment Incurred by Tenant in connection with the
<br />design and construction of the Tenant Impiovenncuts• "Landlord's Architect" tine nis the qualified licensed architect designated by Landlord Deal
<br />time to time as Landlord's Architect.
<br />2.1,2 "Tenant Improvcmenl Costs" means the following: (i) the fees of the Architect and the Engineers In excess of the
<br />Space Planning Allowance; (ti) Landlord's custantary supervision fee (the "Supervision pee") in an amount equut to three percent p%) of the total
<br />Tcnant Improvement Costs (excluding die Supervision Pee); (Ili) all fees and costs incurred by, and the cost of documents and materials suppi led by,
<br />Landlord and Landlord's consultants lit connection with the preparation and review of the Construction Drawings; (iv) the cost OF any changes a
<br />modifications In or to the Common Areas or Base Building when such Changes are required in connection with the Tenant Improvements (which
<br />shall Include, without limitation, any modifications or Alterations to the path of traval hrnAo public transportation and public rights -of -way, parking
<br />and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to time Construction
<br />Drawings or the Tenant Improvements required by Code; (vi) ail costs of (or relating to) construction of the Tenant Improvements (without regard to
<br />the amount of tie Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing slid inspection
<br />costs, Irish •removal costs, parking fees, alter -hours utilities usage, and contractors' fees and general conditions; (A) die cost of cable and other
<br />telocommunicadons lines Installed As part of the Tenant Improvements, but specifically excluding any costs in connection with the installation of
<br />Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vlli) pion check, permit fees, license lees, Title 24 fees and use
<br />taxes; and (ix) lh icostofinstalling Building Standard window coverings; and (x) the coats orthe tenant demising walls and public corridor walls and
<br />materials to be Installed on the second float• relating to the drywall and any finishes and hardware on the Promises side ofsuch wells as designated by
<br />Landlord,
<br />2.2 Payinant of Excess Tenant improve tot Costs by Tenant. Prior to commencement of performance of the Tenant
<br />Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord In cash the
<br />entire Estimated Excess Tenant Improvement Cost (defined in Section 311 below), If el any time during die course of performance of the Tenant
<br />Improvements, Landlord In good faith determines that the Excess Tenant Improvement Costs to be Incurred in connection with performance of the
<br />Tenant Improvements will exceed the amount of any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section
<br />2.2, linen not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord in cash the Amount of
<br />such excess, Any failure by Tenant to pay to Landlord any uniount required to be paid to Landlord under this Section 22 (or under Section 2.3.2
<br />below) within the time periods specified Above shall be treated as failure to pay Rent when the same is due under the Lease, and notwithstanding
<br />Anything in this Work Lotter or the Lease to the contrary, (a) Landlord shall have ilia right to require tie Contractor (charmed below) to discontinue its
<br />performance of the Tenant Improvements until such time As Tenant complies with Clio requiremenCs of this Section 12, (b) any delays associated with
<br />oily such discontinuance shall be deemed Tenant Delays (and shall not, in Any ease, constitute Landlord Delays) and (a) Landlord shall not be liable
<br />to Tenant for any additional costs, lost profits, lost economic opportunities or any term of consequential damage which may result from ally such
<br />discontinuance by Landlord tinder this Section 22,
<br />2.3 Aisbnrsemrntg 12ecaneititttlen of Costs, Landlord shall have the right to disburse the Allawance Amount together with all
<br />Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") forsurh Tenant Improvement Costs and In such order As Landlord
<br />shall determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (die'71 Cost Reconcilin lion") ilia total Tenant
<br />Improvement Costs incurred of disbursed by Landlord hereunder with the Tenant Credit Amount.
<br />2.3.1 If the Tl Cost Recmicitiation indicates that the total Tenant Improvement Costs incurred or disbursed by Landlord
<br />bercunder exceed the Tenant Credit Amount, Tenant shall pay in cash to Landlord, tho Amount of the excess within three (3) business clays of
<br />Landlord's written request therefor•
<br />2.3.2 If the TI Cost Reconciliation Indicates fad, the 'tenant Credit Amount exceeds die total Tenant Improvement Costs
<br />incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord sholl promptly recall (or at
<br />Landlord's election, credit against Tenant's obligaiuns to pay Rent next coning due) ilia amount of such excess Deposits to Tenant, and (b) to fine
<br />extent that the Tl Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by
<br />Landlord hereunder (any such excess the "Unapplied Allowuumi Ania nil I"). then Tenant shall have the right, exercisable on or before the first (1r')
<br />anniversary of the Commencement Date to defi ver a DlsbusemenL Request (togedrer with all ofill a other items described in Soiltyn 2 3 1 above)
<br />requesting: (i) disbursement of funds front the Unapplied Allowance Amount for (a) Tenant Improvement Costs paid directly by Tenant; (it)
<br />disbursement of up to 3193,270,00 (i.e., S10.00 per RSF in the Initial Premiscs) tionn die Unapplied Allowance Amount for FF&E Costs (defiled
<br />below) incurred by Tenant; and/or (it!) disbursement or up to $96,405.00 (i,e,. $5.00 par RSF In the Initial Premises) front die Unapplied Allawance
<br />Amount for Cabling & Moving Costs (darned b(low) Incurred by Tenant; provided unit, for the ovoidanee of doubt, Landlord shall have no
<br />obligation under this Section 2.3.2 or otherwise to: (A) disburse any amount in excess elite Lnopplied Allowance Amount, (B) disburse more then
<br />ilia amount specified In clause (II) above fiv FF&E Costs, (C) disburse more than the amount specified in clause (iii) Above For Cabling and Moving
<br />Costs, (D)disburse any funds from ilia Unapplied Allowance Anioent for which Tenant first requests disbursement oil or Auer ilia first anniversary or
<br />the Commencement Date. "FP&E Costs" means costs Incurred by Tenant fiv furninuv, lixures and equipment and cabling for the Prmalsca, and
<br />"Cabling & At uving Coats" means costs Incu iccl by Tenant cur cabling installed in the Premises and or for Tenant's move into the Pmrnises•
<br />2.3.3 Notwithstanding anything to the contrary In this Work Lauer (or in Any other prnvlalana of this Uric), it the
<br />Ailmvance Amount exceeds the rand Tenant Improvenictit Costs incurred or disbursed hi Landlord hereunder plus Any amounts dlehm•scd to Tenant
<br />under Section 2.3.2 above, Tenant shall lint be entitled to any credit ugainsl or abatement of Rent.
<br />901 11,0"ir Conner Dr— Cro- ojSanrn it all Lease
<br />Exhibit C
<br />80A-159
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