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EXHIBIT 1E
<br />Tenant Improvement Costs (Caroled below) (and all ether costs or expenses Incurred by Tenant in connection with the design and construction of the
<br />Tenant Improvanumis) in excess of the AlIowlincc Amount ("Estoss Tenant ImprovemenI Costs") in accordance Willi Ilia provisions of this Work
<br />Letter. Landlord shall have no obligation hereunder to make nay payments or disbursements, or to Incur any obligation to make any paymeuL or
<br />disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds the Allowance Amount,
<br />In any event, at all times Tenant shall pay and satisfy in full on a llmely basis all obligations for payment incurred by Tenant in connection with the
<br />design and construction of the Tenant improvements, "Landlord's Architect" menus the qualified licensed architect designated by Landlord front
<br />lime to time as Land lord' a Architect.
<br />2.1,2 "Tenant Improvement Costs" means the following: (i) the fees of the Architect and the Enghnee t In excess of the
<br />Space planning All owmicc; (Ii) Landlord's oustemary Supervision fee (the "Supervision Pee") in an amou it equal to Three percent (3%) of the tote)
<br />Tenant improvement Costs (excluding the Supervision Pee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by,
<br />Landlord and Londlord's consultants In connection with the preparation and review of the Construction Drawings; (IV) the cost of any changes or
<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 oftrovel ftumAD public transportation and public rights-oFway, parking
<br />and rastroon areas, that are required to cause the some to comply Willi any applicable Codes); (v) the cost of any Changes to the Construction
<br />Drawings or the Tenant Improvements required by Code; (vl) all costs of (or relating to) aonsnvction of the Tenant improvements (without regard to
<br />the amount of die Bid Estimate or Landlord's estimate of total Tennnt Improvement Costs), including, without limitation, testing and inspection
<br />costs, trash inmoval costs, parking fees, after-hours utilities usage, and contractors' fees slid general conditions; (vii) lie coat of cable and other
<br />telecommunications lines Installed as pwi of ilia Tenant Improvements, but specifically excluding any costs in connection Willi the installation of
<br />Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vlll) plan check, permit fees, license fees. Title 24 fees and use
<br />taxes; and (ix) the cost of installing Building Standard whidow coverings; and is) the costs orthe build demising walls and public corridor walls and
<br />materials to be hnstolied on the second floor relating to the drywall and any finishes and hardware on the premises side of such walls as designated by
<br />Landlord,
<br />2.2 Payment of Excess Tennnt fmnrovament Costs by T'sent' 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 />suite Estimated Excess Tenant Improvement Cost (defined in Section 3,2 1 below), If at any time during We course of performance of the Tenant
<br />Improvements, Landlord In good fifth determines that the Excess Tenant Improvement Costs to be Incurred in connection with performance of the
<br />Tenant improvements will exceed the amount of ally amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this ast&
<br />U then not later than three (3) business days fallowing Landlord's written request therefcre, Tenant shall pay to Landlord In cash ilia amount of
<br />such excess. Any failure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 23.2
<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 the right to require the Contractor (defined below) to discontinue its
<br />performance of rho Tenant Improvements until Stich time as Tenant complies with the requirements of this Section 2.2, (b) any delays associated with
<br />any such discontinuance shall be deemed Tennnt Delays (and shall not, in any ease, constitute Landlord Delays) mid (a) Landlord shall not be liable
<br />to Tenant (orally additional costs, lost profits, lost economic opportunities or any form orconsectiamdel damage which may result from oily such
<br />discontinuance by Landlord under this Section 2 2,
<br />2.3 Disburscmgpt; Reconciliation or Costs. Landlord shall have the right to disburse the Allowance Amount together with all
<br />Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") forsuch Tenant Improvement Costs and In such order as Landlod
<br />shall determine. Pollowing final completion of the Tenant Improvements, Landlord shall reconcile (tile'"fl Cost Reconciliation") the total Tenant
<br />Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount.
<br />23.1 If the TI Cost Reconciliation indicates that the tool 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 />Landlord's written request therefor.
<br />2.3.2 If die TI Cost Reconciliation Indicates that the Temmt 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 return (or at
<br />Landlord's election, credit against Tenant's obligations to pay Rent next coming due) the amount of such excess Deposits to Tenant, and (b) to die
<br />extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the turn] Tenant Improvement Costs incurred or disbursed by
<br />Landlord hereunder (any such excess the "Unnppiied Allowance Amount"). then Tenant shall hove the right, exercisable on or before the first (1")
<br />anniversary of the Commencement Date to deliver u Disbursement Request (together with all of the other items described in 5ection 2.3 1 above)
<br />requesting: (i) disbursement of funds from the Unnppiied Allowance Amoup fur (a) Tenant Improvement Costs paid directly by Tenant; (11)
<br />disbursement of up to 1193,210,00 (i.c•, $10.00 per RSF in the Initial premises) Timm die Unapplied Allowance Amount for FM Costs (defned
<br />below) incurred by Tenant; andlor (III) disbursement of up to 96G 4.) (i.n., $3.00 per RSF In ilia Initial Premised) tbnu die Unapplied Allowance
<br />Anount for Cabling & Moving Costs (defined below) Incurred by Tenant; provided that, for Ilia avoidance of doubt, Landlord shall have no
<br />obligation under this Saction 2.3.2 or otherwise to: (A) disburse any onount in excess orihe Unnppl)ed Allowance Amount, (D) disburse more Linn
<br />ilia amount specified la clause (11) above liir PP&E Costs, (C) disburse mart than tho nnunint specified in clause (ill) above for Cabling still Moving
<br />Coils, (D)dlsburse any funds feet die Unapplied Allowance Amaarm for w]dch Tenant first requests disbursement on or tiller the first enniversnry of
<br />the Commencement Data. "M r, Cosis" means costs Incurred by Tenant Ibr I'urnlitma, listener and equipment and cabling lift the Prendsus, and
<br />"Cabling & Moving Costs" means costs Incmir:d by Tenant ]brcabling installed in the Premises and or for Tenant's move into tin Promises.
<br />2.3.3 Notwithstanding unyllilug to tiro contrary )n titis Work Letter (cr Iu any other provisions of INS Lease), il' the
<br />Allowance Amount exceeds the lohtl Tendril Improvement Costs incurrod or disbursed by Landlord hereunder plus tiny amounts disbursed to Tenant
<br />under Section 2.3 2 above, Tannin shall tint be entitled to any credit against or abatement of Rcnl.
<br />801 IVOOr Ceona•Ur—Cloy ofsercrs'l fill Leave
<br />Exhibit C
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