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EXHIBIT 1C
<br />Tenant Iniprovemont Costs (dollned below) (slid all other cesls or expenses ilieu Arad by Tenant bn connection with the design and construction of the
<br />Tenant Improvements) in excess of the Allowance Amount ("Excess'ratio nl ImpruvomanI Casts") in accordance with ilia provisions of this Work
<br />Letter. Landlord shall have no obligation hareunder to make any payments or disbursements, or to incur any obligation to make any payment or
<br />disbursement In connection with Ilia design and conshmcdon of ilia Tenant Improvements, In a alai amount which exceeds the Allowance Amount,
<br />In ally event, at all times Tenant shall pay and Satisfy in full on a timely basis all obligations far payment Incurred by Tenant in connection with the
<br />design and construction of tine Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord front
<br />time to time as Landlord's Architect.
<br />2.1.2 "Tenant Improvement Costs" means Ilia following: (1) the fees of the Architect and the Engineers In excess of the
<br />Space Planning Allowance; (11) Landlord's customary supervision roe (tile "Supervision Fee") in an amount equal to three percent (3%) of the total
<br />Tenant improvement Costs (excluding the Supervision Fec); (111) all fees and costs incurred by, and the cost of documents and materials supplied by,
<br />Landlord and Landlord's consultants In connection with the preparation and review Of the Construction Drawings; (iv) the cost of any changes ar
<br />modifications It, or to Ilia 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 pull, oftrovel fremAo public transportation and public rights -away, parking
<br />and restroom areas, that are required to cause Ilia some to comply with any applicable Codes); (v) the cost of any Changes to Ilia Construction
<br />Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Inprovemants (without regard to
<br />the amount of the Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection
<br />costs, trash (amoval costs, parking fees, after-hours utilities usage, and contrnetors' fees and general conditions; (vii) die cost of cable and other
<br />telecommunications lines Installed as poll of the Tenant Improvements, but specifically excluding any costs in connection with the installation of
<br />Tenant's telephone service (which shell be separately installed by Tenant's Agents); (will) plan check, permit fees, license fees, Title 24 fees and use
<br />taxes; and (Ix) the cost of installing Building Standard window coverings; and (x) lilt costs of the tenant demising walls and public corridor walls and
<br />materials to be Installed on the second floor relating to the drywnll and any finishes and hardware on the Premises side of such walls as designated by
<br />Landlord,
<br />2.2 Payment of Excess TegngJ fmnrevement Casts 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 Seclion 321 below). If el any time during the worse of performance or 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 lniprovenlents will exceed the amount orally amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section
<br />U then not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord In push the amount of
<br />such excess. Any failure by Tenant to pay to Landlord any Amount required to be paid to Landlord under this Suction 2.2 (or under Section 2.3.2
<br />below) within the time periods specified above shall be treated as failure to pay Rent when ilia some is due ardor the Lease, and notwithstanding
<br />Anything fn this Work Letter or die Lease to the contrary, (a) Landlord shall have the right to require tie Contractor (defined below) to discontinue Its
<br />performance of Ilia Tenant Improvements until such time as Tenant complies with the requirements of this Section 12, (b) any delays associated Willi
<br />Any such discontinuance shall be deemed Tenant Delays (end shall not, in any case, constitute Landlord Delays) and (c) Landlord shall not be liable
<br />to Tenant for any additional costs, lost profits, lost economic opportunities or any norm of consequential damage which may result from any such
<br />discontinuance by Landlord under this Section 2 2•
<br />2.3 DReconciliation of Costs. Landlord shall have the right to disburse the Allowance Amount together with All
<br />Deposits previously mnde by Tenant (collectively, the "9'ennnt Credit Amount") forsuch Tenant Improvement Costs and In such order As Landlord
<br />shall determine. Following final completion of the Tenant Improvements, Loodlord shall reconcile (die'"T1 Cost Reconclllntlodq the total Tenant
<br />Improvement Costs incurred or disbursed by Landlord hereunder with the T'ennnt Credit Amount.
<br />2.3.1 If the TI Cost Reconciliation indicates that the total Tenant Improvement Costs incurred or disbursed by Landlord
<br />hereunder exceed the Tenant Credit Amount, Tenant shall PAY in cash to Landlord, the amount of the excess within three (3) business days of
<br />Londlord's wdnen request therefor,
<br />2.3.2 If the TI Cost Reconolllation indicates that 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 shall promptly alum (or at
<br />Landlord's election, credit against Tenant's obligations to pay Rent next corning due) the amount of such excess Deposits to Tenant, and (it) to die
<br />extant that the T1 Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs inaared or disbursed by
<br />Landlord hereunder (any such excess the "Unnpplied Allowance Amount"), then Tenant shall have the right, exercisable on or before the first (I")
<br />Anniversay of the Commencement Date to deliver u Disbursement Request (together with all of the other Items described in Seclion 2 3 1 above)
<br />requesting: (i) disbursement of funds from the Unapplied Allowance Amount rot, (a) Tenant Improvement Costs paid directly by Tenant; (11)
<br />disbursement of up to 3193,210.9g (I.e., 510.00 per RSF in the Initial Premises) from the Unnpplied Allowance Amount for ME Casts (defined
<br />below) Incurred by Tenant; and/tor (ill) disbursement crop to S96,005.60 (i.e., $S 00 par RSF In the Initial Premises) from tie Unapplied Allowance
<br />Amount for Cabling & Moving Costs (defined below) incurred by Tenant; provided that, for the avoidance of doubt, Landlord shall have no
<br />Obligation under this Section 212 or otherwise to: (A) disburse ally amount In excess of ilne Unnpplied Allowance Amount, (E) disburse more than
<br />the amount specified in clause Ili) above finr Ffd:E Costs. (C) disburse more Ilion the i nu ant specified in clause (Ili) above for Cabling And Moving
<br />Coils, (D)disburse any fronds fhann the Unnpplied Allowance Amount for which Tenant first requests disbursement on or alter the first Anniversary of
<br />ilia Commencement Dula "FF&E Coils" means costs Incurred by Tenant for Ibmiturc, lixtures and equipnhept and cabling Sardis Promises, And
<br />"Cabling & Moving Costs" means costs incurred by Tenant Ibr cabling installed in the Premises and or for 'I'c nint's move into the Promises.
<br />2.3,3 Notwithstanding anything to ilia contrury in this Work Letter (or in Any other Provisions of this Lease), it' the
<br />Allowance rlinnunt exceeds the loud Tenant hnprovcmenl Costs incurred or disbursed by landlord hereunder plus Lilly amounts disbursed to Temnt
<br />under5ecdon 2.3.2 above, Tenant shall not be entitled to 'my credit ugulliM Or Abmemem of Rent.
<br />401 tl'Cirlr CmnorUr-01J'ofsun(edo" Leine
<br />Exhibit C
<br />80A-257
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