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Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction ofthe
<br />'tenant Improvements) in excess of the Allowance Amount ("Exeess Tenant Improvement Costs") in accordance with the provisions ofthis Work
<br />Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to Incur any obligation to make any paymcrit or
<br />disbursement in connection with the design mid construction of the Tenanl Improvements, in a total amount which exceeds the Allowance Amount.
<br />In any event, at all limes Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the
<br />design tad construction of the Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord tram
<br />time to time as Landlord's Architect.
<br />2.1.2 "Tenant Improvement Costs" means the following: (i) the fees ofthe Architect and the Engineers in excess of the
<br />Space Planning Allowance; (ii) Landlord's customary supervision fee (the "Supervision Ree") in an amount equal to tluee percent (3%) ofthe total
<br />'recant Improvement Costs (excluding the Supervision pee); (iii) all tees 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 or
<br />modifications in or to the Common Areas or Base Building when such Changes lie required in connection with the Tenant Improvements (which
<br />shall include, without limitation, any modifications or alterations to the path of travel from/to public transportation slid 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 the Constmction
<br />Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Improvements (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 removal costs, parking fees, after-hours utilities usage, and contractors' tees and general conditions; (vii) the cost of eable end other
<br />telecommunications lines installed as part of the Tenant Improvements, but specifically excluding ally costs in connection with the installation of
<br />Tenant's telephone service (which shall be separately installed by Tenant's Agents); (viii) plan check, permit Fees, license Fees, Title 24 fees and use
<br />taxes; and (Ix) the cast of installing Building Standard window coverings; and (x) the costs of the tenant demising walls and public corridor walls and
<br />materials to be installed on the second Flom-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 Tenant Improvement 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 12.1 1 below). If at any tittle during the course of performance ofthe Tenant
<br />Improvements, Landlord in good Faith determines that the Excess Tenant Improvement Costs to be Incurred in connection with performance ofthe
<br />Tenant Improvements will exceed the amount of any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section
<br />2_2, then not later than three (3) business days fallowing 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 amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2
<br />below) within the time periods specified above shall be treated as failure to pay Rant when the same is due under the Lease, and notwithstanding
<br />anything in this Work Letter or the Lease to the contrary, (a) Landlord shall have the right to require the Contractor (defined below) to discontinue its
<br />performance ofthe Tenant Improvements until such 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 (mid shall not, in any case, Masticate Landlord Delays) and (c) Landlord shall not be liable
<br />to Tenant for any additional costs, lost profits, lost economic opportunities or any Ibrn or consequential damage which may result From ally such
<br />discontinuance by Landlord under this Section 2.2.
<br />2.3 Disbursement; Reconciliation of Costs. Landlord shall have the right to disburse the Allowance Anwunt together with all
<br />Deposits previously made by Tenant (collectively, ilia "Tenant Credit Amount") for such Tenant Improvement Costs and in such order as Landlord
<br />shall determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (the '011 Cost Reconciliation") the total Tenant
<br />Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount.
<br />2.3.1 If die T1 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 annual of the excess within three (3) business days of
<br />Landlord's written request therefor.
<br />23.2 If the TI Cost Reconciliation indicates that the Tenant C'redil Anmount exceeds the total Tenant Improvement Casts
<br />incuned 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, coedit against Tenant's obligations to pay Rent next coming clue) the amount or such excess Deposits to Tenant, and (b) to the
<br />extent that the 'f1 Cost Reconciliation indicates that Allowance Amount exceeds the lolul Tenant Improvement Costs incurred cr disbursed by
<br />Landlord hereunder (nny such excess the "Unapplied Allowance Amount"). then Tenant shall have the right, exercisable on or before the first (I")
<br />,anniversary ofthe Commencement Date to deliver a Disbursenmenl Request (together with all of tha other items described in Section 2.3.1 above)
<br />requesting: (i) disbursement of funds front the Unapplied Allowance Amount for (a) •Tenant Improvement Costs paid directly by Tenant; (ii)
<br />disbursement of up to $193210.00 (i.e., $10.00 per RSF in the Initial Promises) Ilium the Unapplied Allowance Amount for FF&E Costs (defined
<br />below) incurred by 'recent; and/or (iii) disbursement of up to $96,605.110 (i•e., $1.00 per RSF in the Initial Premises) from the Unapplied Allowance
<br />Amount Por Calling u Moving Costs (defiled below) incurred by Tenuno provided that, for the avoidance of doubt, Landlord shall have no
<br />obligation under this Section 2.3.2 c r otherwise to: (A) disburse any unwmmt in excess oFthe Unapplied Allowance Amount, (B) disburse more than
<br />the anount specified in clause (ii) above for Fr&E, Costs. (C) disburse more than the amount specified in clause (iii) above for Cabling and Moving
<br />Costs, (D) disburse any finds IPnm the Unappliccl Allowance Amount for which 'reliant first requosls disbursement on mafter the first anniversary of
<br />the Commencement Date. " FF&E Costs" means costs incurred by 'recant lin' lonflune, fixtures and equipment and cabling for the Premises, end
<br />"Cabling & Moving Costs" means costs incurred by Tenant I'or cabling installed in the Premises and or for Tenant's move into the Premises.
<br />2.3.3 Notwithstanding anything to the contrary in this Work Letter for in any other provisions ul'this L.easc), if [he
<br />A[lowince Amount exceeds the total Tenant Improvement costs incurred or dishtused by Landlord hereunder plus any amounts disbursed to Tenant
<br />uncler Seclian 2.3.2 above, Tenant shall not be entitled to any crcdll against or obntemcnt of Rent.
<br />811/ ll'Civie Center Ur—Ciq• nJ'5nnur Attu Lerrxa 2 Exhibit C
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