Tenant improvement allowance clause samples

3.1 Tenant Improvement Allowance. Provided the Tenant is not then in Default under the terms of this Lease, and subject to Landlord’s Lump Sum Payment Option set forth in Section 3.3 below the Landlord will make available to the Tenant for the construction of Tenant’s leasehold improvements in the Expansion Premises, subject to the Landlord’s consent to Tenant’s plans pursuant to Article 8 of the Original Lease, a maximum amount of the sum of Two Million One Hundred Thirty-Eight Thousand Two Hundred Sixty-Four and 28/100s Dollars ($2,138,264.28) (the “Tenant Improvement Allowance”), to be applied towards all hard and soft costs associated with any alterations, additions, installations, changes, improvements, and/or other renovation to the Expansion Premises, including but not limited to actual construction costs, architectural, design, and engineering fees, and compensation for Tenant’s project manager or other consultants (“Tenant Improvements”). If the costs for the Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant shall bear and pay the cost of such excess. If the actual cost of the Tenant Improvements is less than the Tenant Improvement Allowance, Tenant may use the balance of the unused Tenant Improvement Allowance to pay out-of-pocket costs actually incurred by Tenant in connection with Tenant’s installation of its furniture, fixtures, equipment, telephone and data cabling, installation costs and moving costs and/or as a credit towards Base Rent.

c.Additional Tenant Improvement Allowance. In addition to the Tenant Improvement Allowance (as defined in the First Amendment Work Letter attached to this First Amendment as ExhibitB and incorporated herein by reference), Landlord shall, subject to the terms of the First Amendment Work Letter, make available to Tenant the Additional Tenant Improvement Allowance (as defined in the First Amendment Work Letter). Commencing on the earlier of (i)the last day of the 18thmonth after the Expansion Premises Commencement Date or, (ii)the date that Landlord disburses the full amount of the Additional Tenant Improvement Allowance, and continuing thereafter on the first day of each month during the Base Term, Tenant shall pay the amount necessary to fully amortize the full amount of the Additional Tenant Improvement Allowance in equal monthly payments with interest at a rate of 8% per annum over the remaining Base Term, which interest shall begin to accrue on the date that Landlord first disburses such Additional Tenant Improvement Allowance or any portion(s) thereof. Any of the Additional Tenant Improvement Allowance and applicable interest remaining unpaid as of the expiration or earlier termination of the Lease shall be paid to Landlord in a lump sum at the expiration or earlier termination of the Lease.

The parties agree that all disbursements of the TI Allowance in connection with the Tenant Improvements shall be deemed to be on account of the Tenant Improvement Allowance until exhausted in full, and only then on account of the Additional Tenant Improvement Allowance. The TI Allowance shall be disbursed in accordance with this First Amendment Work Letter.

Allowance Items,” as that term is defined in Section 2.2.1, below (the “Tenant Improvements”), which Tenant Improvements shall be performed in compliance with applicable laws (including, without limitation, the “Code,” as defined below). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Notwithstanding any provision to the contrary contained herein, to the extent any portion of (A) the Existing Premises Tenant Improvement Allowance is unused by Tenant as of August 31, 2024 and (B) the Expansion Premises Tenant Improvement Allowance is unused by Tenant as of August 31, 2022 (each, an “Outside Date”), then the remaining balance thereof shall revert to Landlord, and Tenant shall have no further rights with respect thereto (whether as a Rent credit, cash payment, or otherwise). Notwithstanding anything to the contrary in this Tenant Work Letter, Tenant may utilize up to Two Hundred Seventeen Thousand Six Hundred Eight and 00/100 Dollars ($217,608.00) ($3.00 per 72,536 rentable square feet of the Existing Premises) of the Existing Premises Tenant Improvement Allowance to pay for Tenant Improvement Allowance Items incurred by Tenant in connection with tenant improvements made to the Existing Premises during calendar year 2018 upon Tenant providing to Landlord paid invoices for all such improvements and related costs for which the Existing Premises Tenant Improvement Allowance is to be disbursed, signed permits for all improvements completed within the Existing Premises, properly executed unconditional mechanics lien _releases in compliance with both California Civil Code Section 8134 and either Section 8136 or Section 8138 from Tenant's contractor, subcontractors and material suppliers and any other party which has lien rights in connection with the construction of such improvements, and any other requirements that are part of Landlord's standard “close-out” package.

4.3.1Over-Allowance Amount.On the Cost Proposal Delivery Date, Tenant shall identify the estimated amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Cost Proposal and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). Tenant shall pay, on a monthly basis, within ten ( l 0) business days of written notice from Landlord, a percentage of each amount disbursed by Landlord to the Contractor or otherwise disbursedunder this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount divided by the amount of the Cost Proposal, and such payment by Tenant shall•be a condition to Landlord's obligation to pay any further amounts of the Tenant Improvement Allowance. In the event that, after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions,changesor substitutionsor any other additional costs shall be paid by Tenant to Landlord immediatelyupon Landlord's request as an addition to the Over-Allowance Amount.

4.3.2Landlord's Retention of Contractor.Landlord shall independently retain Contractor, on behalf of Tenant, to construct the Tenant Improvements in accordance with the Approved Working Drawings (subject to the following sentence) and the Cost Proposal and Landlord shall supervise the construction by Contractor, and Tenant shall pay a construction supervision and management fee (the “Landlord Supervision Fee”) to Landlord in an amount equal to the product of (i) two and a half percent (2.5%), and (ii) the amount of the Tenant Improvement Allowance. In the event of a conflict between the Approved Working Drawings and Landlord's construction rules and regulations, Landlord, in its sole and absolute discretion, shall determine which shall prevail. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a) Landlord has a fully executed and delivered contract with Contractor for the construction of the Tenant Improvements, and (b) Tenant has procured and delivered to Landlord a copy of all Permits.

2.2.2 Disbursement of Tenant Improvement Allowance. During the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance and Additional Improvement Allowance, if applicable, for Tenant Improvement Allowance Items for the benefit of Tenant and shall authorize the release of monies for the benefit of Tenant as follows.

2.5 Additional Tenant Improvement Allowance. In addition to the Tenant Improvement Allowance, Tenant shall have the right, by written notice to Landlord given on or before the TI Disbursement Date, to use up to $20.00 per rentable square foot of the Expansion Premises (i.e., up to $127,560.00) (the “Additional TI Allowance”) towards the payment of the costs of the Tenant Improvement Allowance Items in the Expansion Premises only. In the event Tenant exercises its right to use all or any portion of the Additional TI Allowance, Tenant shall be required to pay Landlord, commencing on the date the Tenant Improvements are completed (the “Additional Payment Commencement Date”), the “Additional TI Allowance Payment,” as that term is defined below, in consideration of Landlord provision of the Additional TI Allowance. The “Additional TI Allowance Payment” shall be determined as the missing component of an annuity, which annuity shall have (i)the amount of the Additional TI Allowance utilized by Tenant as the present value amount, (ii)a number equal to the number of full calendar months then remaining in the Expansion Term as the number of payments, (iii)a monthly interest factor equal to eighty-three one-hundredths percent (0.83%), which is equal to ten percent (10%) divided by twelve (12)months per year, and (iv)the Additional TI Allowance Payment as the missing component of the annuity. Following the calculation of the Additional TI Allowance Payment, Landlord and Tenant will enter into a lease amendment to confirm the amount thereof.

4.1.1 The Contractor; Landlord’s Project Manager. Tenant shall retain a licensed general contractor, approved in advance by Landlord, to construct the Tenant Improvements (“Contractor”). Landlord’s approval of the Contractor shall not be unreasonably withheld. Landlord shall retain Project Management Advisors, Inc. (“PMA”) as a third party project manager for construction oversight of the Tenant Improvements on behalf of Landlord, and Tenant shall pay a fee to Landlord with respect to the PMA services equal to $4,335.00 per month of planning and construction of the Tenant Improvements, which fee may be paid from the Tenant Improvement Allowance. Landlord hereby pre-approves Landmark Builders, RC Benson, or Hathaway Dinwiddie as Contractors.

2.Second Amendment Tenant Improvement Allowance. Pursuant to the terms of the Tenant Work Letter attached to the Second Amendment, Tenant is entitled to a Tenant Improvement Allowance in the aggregate amount of $1,419,910.00. In connection therewith, the terms of Section2.1 of such Tenant Work Letter require that $303,760.00 (i.e., the Existing Premises Improvement Allowance) be used only for Existing Premises Improvements, subject to Tenant’s right to elect to allocate any unused portion of the Existing Premises Improvement Allowance to pay for the Expansion Premises Improvements upon written notice to Landlord.

6.Tenant Improvement Allowance. Landlord shall provide Tenant with a tenant improvement allowance in an amount not to exceed $255,180 (i.e., $10 per rentable square foot of the Premises) in accordance with the provisions of the tenant work letter attached hereto as Exhibit A (the “Tenant Work Letter”).

2.1Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant improvement allowance (the “Tenant Improvement Allowance”) in the amount set forthin Item 12 of the Summary of this Lease for the costs relating to the initial design and construction of Tenant’s improvements, which are permanently affixed to the Premises (the “Tenant Improvements”). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. In the event that the Tenant Improvement Allowance is not fully utilized by Tenant by the one (1) year anniversary of the date upon which the Amendment is executed and delivered by both Landlord and Tenant, then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. All Tenant Improvements for which the Tenant Improvement Allowance has been made available shall be deemed Landlord’s property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenantprior to the end of the Extended Term, or given following any earlier termination of this Lease, require Tenant, at Tenant’s expense, to remove any Tenant Improvements and to repair any damage tothe Premises and Building caused by such removal and return the affected po11ion of the Premises to their condition existing prior to the installment of such Tenant Improvements. Notwithstanding the foregoing, Section 8.6 of the Original Lease shall apply with respect to the Tenant Improvements, except that, by execution of this Amendment, Tenant shall be deemed to have sent a written request complying with the provisions of Section 8.6 of the Original Lease in connection with Tenant’s submission to Landlord of the Final Working Drawings for Landlord’s approval.

4.2.1.2Prior to the commencement of Tenant Improvements, and after Tenant has accepted all bids for Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred in connection with the design and construction of Tenant Improvements, which costs form a basis for the amount of the construction contract with Tenant’s contractor (the “Final Costs”). Prior to the commencement of construction of Tenant Improvements, Tenant shall identify the amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance. In the event that the Final Costs are greater than the amount of the Tenant Improvement Allowance (the “Over-Allowance Amount”), then Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Final Costs, and such payments by Tenant (the “Over-Allowance Payments”) shall be a condition to Landlord’s obligation to pay any amounts from the Tenant Improvement Allowance. In the event that, aftertheFinal Costs have been delivered by Tenant to Landlord, the costs relating to Tenant Improvements shall change, any additional costs for such design and construction in excess of the Final Costs shall be added to the Over-Allowance Amount and the Final Costs, and the Over-Allowance Payments shall be recalculated in accordance with the terms of the immediately preceding sentence. In connection with any payment of the Over-Allowance Amount made by Tenant pursuant to this Section 4, Tenant shall provide Landlord with the documents described in Sections 2.2.2.1 (i). (ii). (iii) andiv) of this Tenant Work Letter, below, for Landlord’s approval, prior to Tenant paying such costs.

a.Tenant shall construct improvements to the Premises (the “Tenant Improvements”) in substantial conformity with the plans and outline specifications of the plan to be prepared pursuant to the provisions of the Work Letter (the “Work Letter”) attached hereto as Exhibit B. Landlord shall provide Tenant with a one-time tenant improvement allowance in the amount of $100.00 per rentable square foot of the Expansion Premises (i.e. $1,208,500.00) (the “Expansion Premises Allowance”) and $30.00 per rentable square foot of the Existing Premises (i.e. $571,080) (the “Existing Premises Allowance” and, together with the Expansion Premises Allowance, the “Tenant Improvement Allowance”) for the costs relating to the Tenant Improvements. The Expansion Premises Allowance shall only be used for the costs relating to the Tenant Improvements in the Expansion Premises. The Existing Premises Allowance may be used for the costs relating to the Tenant Improvements in the Existing Premises and/or the Expansion Premises, in Tenant’s sole discretion.In no event shall Landlord be obligated to contribute toward the cost of the Tenant Improvements which are not agreed upon by Landlord or a total amount which exceeds the Tenant Improvement Allowance. Any portion of the Tenant Improvement Allowance which has not been expended and requested from Landlord pursuant to the terms of Section 2 of the Work Letter by April 30, 2020 shall be forfeited. Subject to Section 5(b) below, Tenant shall be responsible for any costs incurred to make the Existing Premises compliant under any applicable codes or Applicable Laws, as a result of the Tenant Improvements and Landlord shall be responsible for any costs incurred to make the Building (except for the Existing Premises) compliant under any applicable codes or Applicable Laws, as a result of the Tenant Improvements.

2.1Tenant Improvement Allowance.Tenant shall be entitled to a one-time tenant improvement allowance in the amount of up to, but not exceeding One Hundred Dollars ($100.00) per rentable square foot of the Expansion Premises (the “Expansion Premises Allowance”) and Thirty Dollars ($30.00) per rentable square foot of the Existing Premises (together with the Expansion Premises Allowance, the “Tenant Improvement Allowance”). The Tenant Improvement Allowance shall be used for the costs relating to the design, permitting and construction of Tenant’s improvements which are permanently affixed to the Premises (the “Tenant Improvements”); provided, however, that Landlord shall have no obligation to disburse all or any portion of the Tenant Improvement Allowance to Tenant unless Tenant makes a request for disbursement pursuant to the terms and conditions of Section 2.2 below prior to April 30, 2020.The Expansion Premises Allowance shall only be used for the costs relating to the Tenant Improvements in the Expansion Premises. The Existing Premises Allowance may be used for the costs relating to the Tenant Improvements in the Existing Premises and/or the Expansion Premises, in Tenant’s sole discretion. In no event shall Landlord be obligated to make disbursements pursuant to this Work Letter in a total amount which exceeds the Tenant Improvement Allowance.Tenant shall not be entitled to receive any cash payment or credit against Rent or otherwise for any unused portion of the Tenant Improvement Allowance which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined below).

6.As Is Condition; Tenant’s Work. In connection with this Amendment and the occupancy of the Expansion Premises, Tenant is accepting the Premises, including the Expansion Premises, in “as is” condition, and Landlord shall have no obligation to perform any work or construction to the Premises. Landlord shall deliver all HVAC units serving the Expansion Premises in good working condition and shall warrant such condition for one (1)year from the Expansion Commencement Date. Landlord shall also contribute up to $ 268,800.00 (the “Tenant Improvement Allowance”) toward the cost of the improvements to the Expansion Premises to be performed by Tenant in accordance with the terms and provisions of the Lease (“Tenant’s Work”). Upon Tenant’s presentation to Landlord, no later than April30, 2014, of customary documentation supporting the charges for completion of such Tenant Work, which documentation is of a scope and detail sufficient to satisfy a commercial construction lender operating in the market area in which the Building is located and which shall include copies of paid invoices from Tenant’s contractor and lien waivers, Landlord shall reimburse Tenant for the cost of the completed Tenant Work, up to the amount of the Tenant Improvement Allowance. Tenant shall not be entitled to a credit for any portion of the Tenant Improvement Allowance not used. Except as otherwise set forth herein, all costs of any Tenant Work in excess of the Tenant Improvement Allowance shall be paid by Tenant promptly when due.

(e) Notwithstanding other provisions of this Paragraph 7 to the contrary, Tenant shall not be obligated to make any improvements to the Existing Premises: or Expansion Premises other than those encompassed within Tenant’s Work. Tenant shall be solely responsible for the cost of all improvements that exceed the Tenant Improvement Allowance. If after twelve (12) months after the Expansion Premises Commencement Date Tenant has not utilized all or any portion of the Tenant Improvement Allowance, such remaining balance of the Tenant Improvement Allowance shall be applied as credit towards Tenant’s rent.

14.3.3 Calculations of Rent. In the calculation of the Rent, as it relates to the Transfer Premium calculated under Section14.3.1 above, the Rent paid during each annual period for the Subject Space by Tenant, shall be computed after adjusting such rent to the actual effective rent to be paid, taking into consideration any and all leasehold concessions granted in connection therewith, including, but not limited to, any rent credit and tenant improvement allowance. For purposes of calculating any such effective rent, all such concessions shall be amortized on a straight-line basis over the relevant term.

4. Tenant Improvement Allowance. Landlord and Tenant acknowledge and agree that the Tenant Improvement Allowance referenced in the Lease is hereby deemed changed to [***] (based on [***] per rentable square foot of the Premises.

Failure to Disburse the Tenant Improvement Allowance.To the extent that Landlord fails to make payments from the Tenant Improvement Allowance or HVAC Allowance in accordance with the terms of this Tenant Work Letter, and such amounts remain unpaid for thirty (30) days after notice from Tenant, then without limiting Tenant's other remedies under the Lease, Tenant may, after Landlord's failure to pay such amounts within five (5) business days after Tenant's delivery of a second notice from Tenant delivered after the expiration of such 30-day period, pay the same and deduct the amount thereof from the Rent next due and owning under the Lease.Notwithstanding the foregoing, if during either the 30-day or 5-day period set forth above, Landlord (i) delivers notice to Tenant that it disputes any portion of the amounts claimed to be due, and (ii)pays any amounts not in dispute, Tenant shall have no right to offset any amounts against rent, but may institute proceedings to recover such amounts from Landlord.

which would otherwise be Tenant’s responsibility under such clause (2)to the extent such items were constructed or installed at Tenant’s sole expense and without any use of foods from the Tenant Improvement Allowance. In connection with any such restoration, each party shall use its respective reasonable efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available lo Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Building and the Center. Each party expressly waives the provisions of California Code of Civil Procedure Section1265.3 30 and of any other existing or future law to the extent the same would allow either party to terminate (or to petition the Superior Court to terminate) this Lease in the event of a partial condemnation or taking of the leased property, it being the intention of the parties that their respective rights in such circumstances shall be governed solely by the provisions of this Article 3 3.

2.1.1Additional Tenant Improvement Allowance. Subject to the terms and conditions set forth in this Section2.1.1, Lessee shall be entitled, in Lessee’s sole discretion, to increase the Tenant Improvement Allowance (the “Additional Allowance”) in an amount not to exceed $133,000.00 (i.e., an amount not to exceed an additional Ten and 00/100 Dollars ($10.00) per rentable square foot of the Expansion Premises), pursuant to a written notice delivered by Lessee to Lessor on or before the date that occurs six (6)months following the Expansion Commencement Date. In the event Lessee exercises its right to use all or any portion of the Additional Allowance, the monthly Base Rent for the Expansion Premises shall be increased by an amount equal to the “Additional Monthly Base Rent,” as that term is defined below, in order to repay the Additional Allowance to Lessor. The “Additional Monthly Base Rent” shall be determined as the missing component of an annuity, which annuity shall have (w)the dollar amount of the Additional Allowance which Lessee elects to utilize as the present value amount, (x)the number of remaining monthly rental payments that Lessee shall be required to make during the Expansion Term as the number of payments, (y)six thousand six hundred sixty-six ten thousands (0.6666), which is equal to eight percent (8%) divided by twelve (12)months per year, as the monthly interest factor and (z)the Additional Monthly Base Rent as the missing component of the annuity.

2.2.2Disbursement of Tenant Improvement Allowance. During the construction of the Tenant Improvements, Lessor shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items for the benefit of Lessee and shall authorize the release of monies for the benefit of Lessee as follows.

connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Lessee or the Contractor, which costs form a basis for the amount of the Contract (the “Final Costs”). Prior to the commencement of construction of the Tenant Improvements, Lessee shall identify the amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Lessor, or in the process of being disbursed by Lessor, on or before the commencement of construction of the Tenant Improvements). Lessee shall pay, on a monthly basis, a percentage of each amount disbursed by Lessor to the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount divided by the Final Costs, and such payment by Lessee (the “Over-Allowance Payments”) shall be a condition to Lessor’s obligation to pay any further amounts of the Tenant Improvement Allowance. In the event that, after the Final Costs have been delivered by Lessee to Lessor, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary to such design and construction in excess of the Final Costs, shall be added to the Over-Allowance Amount and the Final Costs, and the Over-Allowance Payments shall be recalculated in accordance with the terms of the immediately preceding sentence, but Lessee shall continue to provide Lessor with the documents described in Sections2.2.2.1 (i), (ii), (iii) and (iv)of this Tenant Work Letter, above, for Lessor’s approval, prior to Lessee paying such costs. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a)Lessor has approved the Contract, and (b)Lessee has procured and delivered to Lessor a copy of all Permits.

4.3Notice of Completion; Copy of Record Set of Plans. Within ten (10)days after completion of construction of the Tenant Improvements, Lessee shall cause a Notice of Completion to be recorded in the office of the Recorder of the county in which the Building is located in accordance with Section8182 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Lessor upon such recordation. If Lessee fails to do so, Lessor may execute and file the same on behalf of Lessee as Lessee’s agent for such purpose, at Lessee’s sole cost and expense, subject to any then remaining portion of the Tenant Improvement Allowance. At the conclusion of construction, (i)Lessee shall cause the Architect and Contractor (A)to update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (B)to certify to their knowledge that the “record-set” of as-built drawings are true and correct, which certification shall survive the expiration or termination of the Lease, and (C)to deliver to Lessor four (4)sets of copies of such record set of drawings within ninety (90)days following issuance of a certificate of occupancy for the Expansion Premises, and (ii)Lessee shall deliver to Lessor a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises.

below and Section5.7 of the Lease. In such event, Tenant shall be entitled to a one-time lobby and entrance improvement allowance (the “Lobby Improvement Allowance”) from Landlord in the amount of $25,000,000.00 for the hard and soft costs related to the design and construction of Tenant’s Lobby Work. Tenant’s Lobby Work shall be constructed in accordance with the terms and conditions of this Tenant Work Letter as if such Tenant’s Lobby Work were the Tenant Improvements; provided, however, that the applicable allowance shall be the Lobby Improvement Allowance instead of the Tenant Improvement Allowance. Additionally, at Tenant’s option, Tenant may elect to apply up to $7,000,000.00 of the Lobby Improvement Allowance towards the cost of Tenant Improvement Allowance Items for the initial Premises; provided, however, any portion of the Lobby Improvement Allowance applied towards the cost of Tenant Improvement Allowance Items for the initial Premises shall not reduce Tenant’s obligation to spend at least the amount described in Section4.2.1 below toward the cost of Tenant Improvements in the initial Premises. In addition to being subject to all other terms and condition of this Tenant Work Letter, Tenant’s Lobby Work shall be performed at such times, and in such manner, so as to minimize disruption to the business of Landlord and other tenants and occupants of the Building (Landlord and Tenant agree to cooperate in good faith to coordinate the timing of any demolition and construction of Tenant’s Lobby Work), and Tenant shall remain solely liable for any damage arising in connection with Tenant’s installation, use, maintenance and/or repair of Tenant’s Lobby Work, including, without limitation, any damage to the Building Structure. Tenant’s Lobby Work will not be deemed Specialty Alterations.

2.5 Failure to Disburse Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement Allowance (inclusive of the Lobby Improvement Allowance), Tenant shall be entitled to deliver notice (the “Payment Notice”) thereof to Landlord and to any mortgage or trust deed holder of the Building whose identity and address have been previously provided to Tenant. If Landlord still fails to fulfill any such obligation within twenty (20)business days after Landlord’s receipt of the Payment Notice from Tenant and if Landlord fails to deliver notice to Tenant within such twenty (20)business day period explaining Landlord’s reasons that Landlord believes that the amounts described in Tenant’s Payment Notice are not due and payable by Landlord (“Refusal Notice”), Tenant shall be entitled to offset the amount (together with interest at the Default Rate) so owed to Tenant by Landlord but not paid by Landlord (or if Landlord delivers a Refusal Notice but only with respect to a portion of the amount set forth in the Payment Notice and Landlord fails to pay such undisputed amount as required by the next succeeding sentence, the undisputed amount so owed to Tenant) from the last day of such 20 business day period until the date of offset, against Tenant’s next obligations to pay Rent. Notwithstanding the foregoing, Landlord hereby agrees that if Landlord delivers a Refusal Notice disputing a portion of the amount set forth in Tenant’s Payment Notice, Landlord shall pay to Tenant, concurrently with the delivery of the Refusal Notice, the undisputed portion of the amount set forth in the Payment Notice. However, if Tenant is in Default under Section19.1.1 of the Lease at the time that such offset would otherwise be applicable, Tenant shall not be entitled to such offset until such Default is cured. If Landlord delivers a Refusal Notice, and if Landlord and Tenant are not able to agree on the disputed amounts to be so paid by Landlord, if any, within ten (10)days after Tenant’s receipt of a Refusal Notice, Tenant may submit such dispute to a referee under the provisions of the California Code of Civil Procedure, Sections 638—645.1, inclusive, in accordance with Section29.22 of the Lease. If Tenant prevails in any such arbitration, Tenant shall be entitled to apply such award as a credit against Tenant’s obligations to pay Rent.

5.4 Services During Construction. Landlord shall provide to Tenant and the Contractor the non-exclusive use of Landlord’s personnel and freight elevator, loading dock and related facilities as may be reasonably required to enable the Architect, Contractor and Tenant’s Agents to perform the Tenant Improvements during normal construction hours in accordance with the Building’s reasonable, non-discriminatory rules and regulations for construction and as reasonably required for Tenant’s move-in to the Premises (collectively, the “Services”), all of which shall be provided without charge to Tenant or the Contractor and without deduction from the Tenant Improvement Allowance. Tenant shall be responsible for the actual cost incurred by Landlord (including, without limitation, staffing costs) to provide Services utilized in the prosecution of the Tenant Improvements outside of normal construction hours, or which, at the request of Tenant, are provided to Tenant or Contractor on an exclusive basis. Tenant shall be responsible for the cost of the utilities provided to the Premises during the Build-Out Period which are reasonably allocable to Tenant’s performance of the Tenant Improvements (i.e., as opposed to Landlord’s performance of MEP Work), as reasonable determined by Landlord. Other than the Alteration Operations Fee, Landlord shall receive no fee for supervision, profit, overhead or general conditions in connection with the Tenant Improvements.

6.13.Use of Tenant Improvement Allowance. Tenant shall allocate not less than $56.50 per RSF of the Tenant Improvement Allowance to each of the Ground Floor Expansion Premises and Second Floor Expansion Premises (and the additional $10.00 per RSF of the Tenant Improvement Allowance may be allocated to the other portion of the Expansion Premises).

6.3.Tenant Improvement Allowance. The Tenant Improvement Allowance applicable to the Expansion Premises shall be equal to $60 per RSF of the Expansion Premises (not including the Telecom Premises) (i.e., $1,557,720.00), and there shall be no requirement of any “Tenant Contribution” as set forth in Section3.1 of the Work Letter. With respect to the Expansion Premises, the December31, 2013, date set forth in the last sentence of Section3.1(b) of the Work Letter is hereby amended to be twenty-four (24)months following Landlord’s delivery of the Expansion Premises to Tenant, which date will be extended on a day-for-day basis for each day of Landlord Delay. Tenant shall have the right to use any portion of the foregoing Tenant Improvement Allowance for the Expansion Premises for improvements to the Existing Premises. Tenant shall have the right to use such Tenant Improvement Allowance effective as of the full execution and delivery of this Fourth Amendment.

c. Additional Tenant Improvement Allowance. In addition to the Tenant Improvement Allowance (as defined in the Expansion Premises Work Letter), Landlord shall, subject to the terms of the Expansion Premises Work Letter, make available to Tenant the Additional Tenant Improvement Allowance (as defined in the Expansion Premises Work Letter). Commencing on the Expansion Premises Rent Commencement Date and continuing thereafter on the first day of each month during the Base Term, Tenant shall pay the amount necessary to fully amortize the portion of the Additional Tenant Improvement Allowance actually funded by Landlord, if any, in equal monthly payments with interest at a rate of 7.5% per annum over the remaining Base Term plus an additional 2 year period, which interest shall begin to accrue on the date that Landlord first disburses such Additional Tenant Improvement Allowance or any portion(s) thereof. Any of the Additional Tenant Improvement Allowance and applicable interest remaining unpaid as of the expiration or earlier termination of the Lease shall be paid to Landlord in a lump sum at the expiration or earlier termination of this Lease.

i. Suspension of Tenant Improvement Allowance.In no event shall Landlord be obligated to disburse any portion of the Tenant Improvement Allowance if Tenant is in arrears with regard to any Rent or other charges which might be due or owing, or otherwise in default under the Lease.

Tenant shall have access to up to SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($75,000) of the Tenant Improvement Allowance for the first nine (9) months of the Lease Term. Landlord will be responsible to pay Tenant’s contractors for the TenantImprovementscompleted. Should Landlord oversee the construction of the Tenant Improvements at the written request of Tenant, and not otherwise, Landlord shall be entitled to a construction management fee equal to such percentage, not to exceed five percent (5%) of the cost of such overseen Tenant Improvements, as Tenant and Landlord then shall agree in writing and, in the event of any such request and agreement, any such management fee, at Tenant’s option, shall be paid from the Tenant Improvement Allowance. Otherwise, as and to the extent Landlord shall review any plans and specifications for any Tenant Improvements, Tenant agrees to reimburse Landlord for any out-of-pocket costs or expenses reasonably incurred by Landlord, on a hourly basis, in connection with any such review thereof, again which costs and expenses may be paid from the Tenant Improvement Allowance as and to the extent authorized by Tenant.

Tenant shall have until December 31, 2015 to utilize the Building 20 Expansion Premises Tenant Improvement Allowance. In the event that, upon the completion of any Tenant Improvements desired by Tenant in respect of the Building 20 Expansion Premises, a balance should remain in the Tenant Improvement Allowance applicable to this Expansion Premises, Tenant may elect, at any time after December 31, 2014 and without waiving any right to use the remaining Tenant Improvement Allowance as otherwise set forth in the Lease, to cause an amount equal to not more than ten percent (10%) of the Tenant Improvement Allowance provided by Landlord under this Second Amendment to be applied to and credited toward Base Rent.

Lessor, at Lessor’s sole cost and expense, shall provide a Tenant Improvement Allowance in the amount of $20,000.00 (the “Tenant Improvement Allowance”). The Tenant Improvement Allowance may be used for any and all costs related to the improvement of the Premises or Common Areas as approved by Lessor or as recommended or required by Applicable Requirements. Lessee shall use Lessor’s contractor and shall submit all plans and designs for the improvements to Lessor for approval which shall not be unreasonably withheld. The Tenant Improvement Allowance shall not be used for furniture, equipment, data cabling, or any other item considered to be Lessee’s personal property. On or before June30, 2021, Lessee must submit to Lessor all receipts, lien releases, proof of payments, and any other necessary paperwork requested by Lessor, along with written notice requesting reimbursement for the Tenant Improvement Allowance. Lessor will reimburse Lessee within thirty (30)days of Lessor’s receipt of such notice and all documentation referenced above for actual expenses incurred, not to exceed the Tenant Improvement Allowance. Lessee shall not commence Tenant Improvements without Lessor’s written consent of the alterations which shall not be unreasonably withheld or delayed. Lessor shall inform Lessee that consent has been granted or denied within ten (10)days of Lessor’s receipt of the plans and designs for the improvements required under this Paragraph 55.

4. Lessor’s Work. Lessor, at Lessor’s sole cost and expense, shall provide a Tenant Improvement Allowance in the amount of $20,000.00 (the “Tenant Improvement Allowance”). The Tenant Improvement Allowance may be used for any and all costs related to the improvement of the Premises or Common Areas as approved by Lessor or as recommended or required by Applicable Requirements. Lessee shall use Lessor’s contractor and shall submit all plans and designs for the improvements to Lessor for approval which shall not be unreasonably withheld. The Tenant Improvement Allowance shall not be used for furniture, equipment, data cabling, or any other item considered to be Lessee’s personal property. On or before June30, 2021, Lessee must submit to Lessor all receipts, lien releases, proof of payments, and any other necessary paperwork requested by Lessor, along with written notice requesting reimbursement for the Tenant Improvement Allowance. Lessor will reimburse Lessee within thirty (30)days of Lessor’s receipt of such notice and all documentation referenced above for actual expenses incurred, not to exceed the Tenant Improvement Allowance. Lessee shall not commence Tenant Improvements without Lessor’s written consent of the alterations which shall not be unreasonably withheld or delayed. Lessor shall inform Lessee that consent has been granted or denied within ten (10)days of Lessor’s receipt of the plans and designs for the improvements required under this Paragraph 4.

(10) Tenant Improvement Allowance. Landlord shall be responsible for the payment of the Tenant Improvement Allowance and the Space Planning Allowance as set forth in Section12.7 of the Lease (collectively, the “Tenant Improvement Allowance”). Tenant shall be responsible for all costs in excess of the Tenant Improvement Allowance incurred to complete the Tenant Improvements.

On September5, 2017, the Company entered into a lease agreement (the “2741 16th Street Lease”) to lease approximately 20,032 square feet of office space and 25,000 of parking space located in San Francisco, California. The total base lease payments over the life of the lease is $8.2million, offset by $4.6million in tenant improvement allowance. 2741 16th Street Lease was determined to commence on June30, 2019. The lease expires on August31, 2023.

On May18, 2020, the Company entered into an amendment to the 2741 16th Street Lease agreement, whereby the parties agreed to extend the term of the lease for additional four years, restructure the monthly rent payable under the lease and provide for an additional tenant improvement allowance. The total base lease payments for the extended period of four years equals $8.5million and the increase in total base lease payments for the lease term provided for by the original agreement equals $0.7million. The Company recorded an adjustment of $6.2million to the right-of-use asset and right-of-use operating lease liability associated with the 2741 16th Street Lease agreement upon the amendment.

Table of Contents years that expires on January31, 2023. The Company’s obligation to pay rent commenced in February2018. The Company is obligated to make lease payments totaling approximately $7.4million over the lease term, offset by $2.4million of tenant improvement allowance. The lease further provides that the Company is obligated to pay to the landlord certain costs, including taxes and operating expenses. Prior to the adoption of ASC 842 on January1, 2019, this lease was considered a build-to-suit lease.

$2,211,343.75 $184,278.65 $34,564.53 $149,714.12 4.Tenant Improvement Allowance. In connection with the extension of the Term of the Lease and the restructuring of the Base Monthly Rent payable thereunder, Landlord agrees to provide Tenant with a Tenant Improvement Allowance in the amount of $40.00 per rentable square foot of the Building (a total of $40 x 22,421 = $896,840.00) to be used to reimburse Tenant for real property improvements (and not for furnishing, fixtures or equipment) and for future tenant improvements to be completed including but not limited to the repair of the Building’s canopy Said Tenant Improvement Allowance shall be disbursed by Landlord to Tenant within 30 days following the full execution of this Seventh Amendment and Tenant’s delivery to Landlord of the Letter of Credit extension described below and a request for reimbursement together with such supporting documentation as Landlord may reasonably request; provided, however, the disbursement of the Tenant Improvement Allowance shall be subject to a holdback equal to $100,000 to be allocated to the cost of the canopy repair, which shall be released upon completion of the canopy repair and Tenant’s delivery to Landlord of a request for reimbursement together with such supporting documentation as Landlord may reasonably request. For the avoidance of doubt, if the canopy repair is less than $100,000, Landlord will nevertheless disburse the full $100,000 to Tenant and Tenant will still be entitled to use the entire amount of the Tenant Improvement Allowance for its improvements.

8.Tenant Improvement Allowance. Tenant shall have a Tenant Improvement Allowance equal to $10.00 per RSF ($60,480.00). Tenant shall give Landlord notice of all proposed tenant improvements and such improvements shall be constructed in accordance with the Lease. Landlord shall be paid a construction management fee of five percent (5%) on any such construction. At Tenant’s election, any Tenant Improvement Allowance which remains after the completion of such tenant improvements may be applied towards the payment of furniture, fixtures and equipment costs or Base Rent or Additional Rent by Tenant giving Landlord thirty (30)days written notice of such election.

under clause (2)of Section13.1(a) above to a complete architectural whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking;provided,however, that Tenant in its discretion may elect not to repair, restore or replace any or all of the items which would otherwise be Tenant’s responsibility under such clause (2)to the extent such items were constructed or installed at Tenant’s sole expense and without any use of funds from the Tenant Improvement Allowance. In connection with any such restoration, each party shall use its respective reasonable efforts (including, without limitation, any necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order to ensure the proper application of such proceeds toward the restoration of the Building and the Center. Each party expressly waives the provisions of California Code of Civil Procedure Section1265.130 and of any other existing or future law to the extent the same would allow either party to terminate (or to petition the Superior Court to terminate) this Lease in the event of a partial condemnation or taking of the leased property, it being the intention of the parties that their respective rights in such circumstances shall be governed solely by the provisions of this Article 13.

appropriate, but amounts not approved by Tenant (so long as such approval is not unreasonably withheld or conditioned) shall not be chargeable against the Tenant Improvement Allowance. Notwithstanding the foregoing provisions, (i)under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable furniture, trade fixtures, personal property or any other item or element which, under the applicable provisions of the Lease, will not become Landlord’s property and remain with the Building upon expiration or termination of the Lease, and (ii)any portion of the Tenant Improvement Allowance which has not been claimed or drawn by Tenant within eighteen (18)months after the Rent Commencement Date shall expire and shall no longer be available to Tenant thereafter.

(c) Upon completion of Landlord’s TI Work, Landlord shall submit promptly to Tenant a final and detailed accounting of the Cost of Improvements for Landlord’s TI Work, and of the disbursement of the Tenant Improvement Allowance. At any time within three (3)months after receipt of such accounting, Tenant shall be entitled, upon reasonable written notice to Landlord and during normal business hours at Landlord’s office, at Project Manager’s office or at such other place or places in the Bay Area as Landlord may reasonably designate, to inspect and examine the books, records and supporting documents of Landlord and Project Manager relating to the construction of Landlord’s TI Work and the disbursement of the Tenant Improvement Allowance, to the extent reasonably necessary to determine the accuracy of such accounting. During the same period Tenant may also elect, by written notice to Landlord, to request an independent audit of such books and records. Any such independent audit shall be conducted by a certified public accountant reasonably acceptable to both Landlord and Tenant or, if the parties are unable to agree, by a certified public accountant appointed by the Presiding Judge of the San Mateo County Superior Court upon the application of either Landlord or Tenant (with notice to the other party). In either case, such certified public accountant shall be one who is not then employed in any capacity by Landlord or Tenant or any of their respective affiliates. If it is determined, by mutual agreement of Landlord and Tenant or by independent audit, that the Cost of Improvement for Landlord’s TI Work or the amount disbursed by Landlord from the Tenant Improvement Allowance was incorrect, then the appropriate party shall make an appropriate corrective payment within thirty (30)days after the final determination thereof. All costs and expenses of the audit shall be paid by Tenant unless the audit shows that Landlord overstated the Cost of Improvements for Landlord’s TI Work by more than five percent (5%), in which event Landlord shall pay all costs and expenses of the audit. Each party agrees to maintain the confidentiality of the findings of any audit in accordance with the provisions of this paragraph (c).

2.1Tenant Improvement Allowance.Tenant shall be entitled to an improvement allowance (the “Tenant Improvement Allowance”) in the amount of $82.50 per RSF of the Expansion Space for the costs relating to the initial design and construction of the improvements which are permanently affixed to the Expansion Space and which are part of the redevelopment of the landscaping and visitors parking in front of the Building (collectively, the “Tenant Improvements”).In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in the event that Tenant fails to immediately pay any portion of the “Over-Allowance Amount,” as defined in Section 4.2.1, nor shall Landlord be obligated to pay a total amount which exceeds the Tenant Improvement Allowance.Notwithstanding the foregoing or any contrary provision of this Lease, all Tenant Improvements shall be deemed Landlord’s property under the terms of this Lease.Any unused portion of the Tenant Improvement Allowance remaining as of the Expansion Space Commencement Date, shall remain with Landlord and Tenant shall have no further right thereto.

2.2.2Disbursement of Tenant Improvement Allowance.During the construction of the Tenant Improvements, Landlord shall make monthly disbursements of the Tenant Improvement Allowance for Tenant Improvement Allowance Items and shall authorize the release of monies as follows.

3.1 Tenant Improvement Allowance. Tenant shall be credited with an allowance equal to the Tenant Improvement Allowance. The Tenant Improvement Allowance shall be used solely for the expenses described in Article 8 of the Lease and otherwise subject to the provisions set forth in said Article 8 and this Section 3.1.

thirty (30)days following receipt thereof. If Tenant does not requisition from Landlord all of the Tenant Improvement Allowance as permitted hereunder within three hundred sixty-five (365)days following the Extended Term Commencement Date, any unused portion of the Tenant Improvement Allowance not so requisitioned shall be retained by Landlord. It is expressly understood and agreed that if the cost of the Demising Work and Tenant’s Work (i.e., the Construction Costs) exceeds the amount of the Tenant Improvement Allowance, Tenant shall be solely responsible for the payment of such excess, and Tenant agrees to indemnify Landlord from and against any such costs to the extent they exceed the Tenant Improvement Allowance. At Tenant’s election and upon written notice from Tenant to Landlord, up to a maximum of $206,600.00 of the Tenant Improvement Allowance may be credited against Base Rent due under the Lease, in which event if the Construction Costs exceeds $650,020.00, then Tenant shall be solely responsible for the payment of such excess, and Tenant agrees to indemnify Landlord from and against any such costs to the extent they exceed $650,020.00.

10.1.Tenant Improvement Allowance. Effective as of the Assignment Date, notwithstanding any provision to the contrary set forth in the Lease: (i) the Tenant Improvement Allowance (as that term is defined in the Tenant Work Letter attached to the Lease as Exhibit B) is reduced to a total of $15,314,604.03, (ii) the final sentence of Section 2.1 of Exhibit B attached to the Lease is hereby deleted in its entirety, and (iii) the phrase "within six months following the Lease Commencement Date" in the final sentence of Section 2.2.2.3 of Exhibit B attached to the Lease is hereby deleted and replaced with the phrase "by July 1, 2021".

3.1.Determination of Estimated Highline Extension Costs. Landlord and Tenant hereby agreed to and approve the Highline Extension Plans and the "Estimated Highline Extension Costs," as defined in Section 1.1.1 of Exhibit 2 to the First Amendment, and which are attached hereto as Exhibit 2. The Estimated Highline Extension Cost totals Three Million Two Hundred Thirteen Thousand Ninety-Seven and 00/100 Dollars ($3,213,097.00), which amount exceeds the Over Highline Extension Cost of Two Million Two Hundred Thousand and 00/100 Dollars ($2,200,000.00), which difference of One Million Thirteen Thousand Ninety-Seven and 00/100 Dollars ($1,013,097) equals the "Highline Extension Differential Cost," as that term is defined in Section 1.1.1 of Exhibit 2 to the First Amendment. Upon completion of the Highline Extension, the Highline Extension Differential Cost shall be deducted from the Tenant Improvement Allowance. The actual costs to construct the Highline Extension shall be reconciled as provided in Section 1.1.2 of Exhibit 2 to the First Amendment.