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Tenant Improvement Costs (defined below) (and all ether costs ar expenses In Conrad by Tonanl in connection with die design said construction or the
<br />Tenant Improvements) in excess of ilia Allowance Amaral. ("Gxcess'fenant Improvement Costs") in aeoordmmo with the provisions of this Work
<br />Letter, Landlord shall linve no obligation hereunder to make ally payunalte or disburscotonts; or to lucur any obligation to make any payment or
<br />disbursement In conneotiori with the design and construction orthe'1'ennnl Inpravements, it, a m6ai amount which exceeds the Allowance Amount,
<br />In ally event, at all times Tenant shall pay and sntisty in Hill an a timely basis all obligations for payment Incurred by Tenant to connection Atli the
<br />design and construction of die Tenant improvements. "Landlord's Architeel" means the qualified licensed architect designated by Landlord from
<br />time to time as Landlord's Architect
<br />2.1,2 "Teti nt Improyon,ent Costs" ,,sells the to] lowlno: (f) [lie fees of the Archhaet and the engineers hi excess or the
<br />Space Planning Allowance; (11) Landlord's custoulary supervlsioil fee (the I'Supcivislon rec") in on amount equal to Three percept (3%) of the tots)
<br />'tenant Improvement Costa (excluding the SOPervisloIT Pee); (ill) all fans and costs incurred by, and the cost of documents and materials supplied by,
<br />Landlord aid Lood)oid's coasultanls in connection with the preparation and wview of Ilia Construction Drawings; (iv) ale cost orally changes or
<br />modifications in or to the Common Areas ar Bose Building when such Changes are required In connection with the Tenant hnprnvamenls (which
<br />shall Joeludo, without limitation, any modiacations or alterations to die pub, of travef prom/to public transportation mid public rights-ol=will parking
<br />and restroomareas, that a'o required to pause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction
<br />Drawings or the Tetmnt Improvements required by Coda; (vi) ail costs of (or raising to) eonsuvetion of the Tenant Improvements (without regard to
<br />(11e amount of ale Hid Baliinate or Landlord's estimate of total Tenant hnprovement Costs), including, without Ihnitatloh, testis and Inspection
<br />Costs, Crash 'removal Deals, parking fells, alter -hours utilities usage, and conhnctora' fees and general conditions; (vii) die cost or cable and other
<br />talecmrimunications lines installed as part of the Tenant Improvements, but specifically excluding any costs in connection with the Installation of
<br />Tenant's telephone saroice (which shall he separately Installed by Tenant's Agents); (vial) plan check, permit thes, license fees, Title 24 fees and use
<br />taxes; And (ix) the costof installing Building Standard window coverings; and (x) the costs of the tenant dendsing walls aid public Wrrldor walls and
<br />materials to be Installed oil the second floor relating to Tile drywoll and any finishes and hardware on the Premises side clench walls Redesignated by
<br />Landlord,
<br />22 Payment of flxeess Tenpn(„jmnrcvcmant Cost (ry Tenant. Prior to rummaicellIEW of parformmce 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 file
<br />entire Estimated Excess Teiait Improvement Cost (defied In SgLd&Li 3 2 1 below), If at any time during die course of performance of the Tenant
<br />Improvements, Landlord In good @nth determines that tine. Excess 'reliant Improvement Costs to he hncurred in connection will, performance or the
<br />Tenant Improvements will exceed the amount of any mnounts ("Dopaslts") prevlously deposited by Tenant with Landlord pursuant to dda Ree, 1 n
<br />[hen not later dine three (3) business days fallowing Landlord's written request therefore, Tenant shall pay to Landlord in cash the amounl of
<br />such excess. Any futlure by Tenant to pay to Landlord any amount requlrad to be gold to Landlord render this Section 2.2 (or under Section 2 3 2
<br />below) within the time periods specified she" shall be treated as White to pay Rent when the sonic is due under die Lease, and notwithstanding
<br />anything in this Work Letter.or time Lease to rile Contrary, (a) Landlord shall have file right to require ilia Contractor (defined below) to discontlnue its
<br />performance of The Tenant Improvements until snob time as Tenant complies with the requirements of this Section 2.2, (b) any delays associated with
<br />any such discontinuance shall be deemed Tenant Delays (and shall no[, in any case, co lmituto Landlord Delays) and (e) Landlord shall not be liable
<br />to Tenant for any additional costs, lost profits, lost economic opportunities or any tbrnn of consequenlial damage wbieh Easy result From any such
<br />discontinuance by Laidlord tender this Section 21
<br />2,3 Di ors uaqgl1 RccuncjlGuion of Costs. Landlord shall have the right to disburse (he Allowance Amount together cent, all
<br />Deposits previously made by Tenant (Collectively, the "Tenant Credit Ammnrt") for such Tenant improvement Coals and hn such order as Landlord
<br />shall dowl'anine. Following final completion ofthe Tenant Improvements, Landlord shall reconcile (tile 'Of I Cost 12ecuncllintlon") the total Teamlt
<br />Irnprovorocnt Costs incurred or dishwsed by Landlord hereunder with the Tenant Credit Amount,
<br />20,1 if the Tt Cast 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 umouot of rho excess within three (3) business days of
<br />Landlord's written requost therefor.
<br />23.2 If the TI Cost Reconciliation indicates that the Tolutut Credit Arrant exceeds the total Tenant improvmncnt Costs
<br />iocuned m• disbursed by Landlord herounde•, than: (a) to [he extent of any Deposits ¢node by Tenant, Landlord shall promptly return (or at
<br />Landlord's efection, credit against Tenant's c bbgnduns to pay Rent next coming thee) (lie annount orsuch excess Deposits to Tenant, and (b) to the
<br />extent that the T) Cost Reconciliation indicates that Allowance Amount exceeds the toad Tarrant Impr❑venicat Costs incurred or disbursed bly
<br />Landlord hereunder (any such excess tile Allowance Amount"), "Unappiled AlloAmount"), then Tenant shall have the right, exetoistiblo on or before the first (la )
<br />anniversary of the Commencement Date to deliver IT Disbursement Request (together with oil of the other items described in See ian„a,;}.I, above)
<br />requesting: (1) disbursement of fonds from the Unopplied Allowance Amount ['or (it) Ten Ear, Improvement Costs paid directly by Tenant; III)
<br />disbursement or up to L7? ZLL0p (LET., Mooper RSF in the Initial Premises) from tlae Untpplied Allowance Amount for FP&E Costs (defined
<br />below) incurred by Tenant; and/or (ill) disbuisenncut or up to 96 605 0 (i.e., S"0 per RSF in the Initial prennlsm) front the UnApplied Allowance
<br />Amount I'or Cabling & Moving Costs (dcllned below) lnenl'r'ad by Tenant; provided that, tow die avoidance of doubt, Landlord shall have no
<br />obligation under (his Section 2.3,2 or otherwise to: (A) diabmrae any nmouot in excess orthe Unapplied Allowance Amount, (B) disburse more don
<br />Ilia nnwm,t speclficd in Clouse (li) ahuva lit• rC&E Costs. (C) disburse alo: then the amount specified in clause (ill) above far CAblfng and Moving
<br />Costs, (D) dlsbm:ae any Butts from the Uneppliod Allowance Amount tiv which Tenant first requests disbm:rcment on or alter Ilia first anniversary of
<br />tine C'ommienecnwnl Date. "Fr&r, Costs" means costs incurred IT 'fanant Jul` Ibrniture, lix4uras and equipmeu and cabling inn• Ilia 1'reniises, Told
<br />&ill living Chats" means cosh incurred by Tenant for cabling inatniled is the Premises a❑d Or for Tmont's move into ilia Premises.
<br />2.3.3 Notwithstanding nnything to the contrmy in tuffs Work Leiter (or in any other provisions nl'tills Lcasc); if the
<br />Allowance Amount exceeds Ilia toad Tenant improvement Costs incurred or disbursed by Landlord hereunder plus any anoints adsbarscd m'ranau
<br />uudnr S4"e •m 2 3 ahovc,'1'Cnnnt shall aril be eniiled to any credit ugninat a ubntanhen(of Rent.
<br />let WC04r roarer Ur —Cap• ofSanrn ohm Lease
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