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Tenant Improvement Costs (defined below) (slid all other costs or expenses incurred by Tenant in connection with the design end construction of fhe
<br />Tenant Improvements) in excess of lice Al Iowan cc Amount ("Excess'fenant Improvement Costs") in accordance with the provisions or this Work
<br />Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to Incur any obligation to make any payment or
<br />disbursement in twnneetion 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 timely basis all obligations tar payment incurred by Tenant in connection with the
<br />design and construction of the Tenant (mprovements. "Landlord's Architect" means the qualified licensed architect designated by Landlord fl•om
<br />time to time as Landlord's Architect.
<br />2.1.2 "Tenant Improvement Costs" means the following: (i) Lite fees of the Architect and the Engineers in excess of the
<br />Space Planning Allowance; (ff) Landlord's customary supervision fee (tine "Supervision pee") in an amount equal to three percent (3%) of the total
<br />Tenant Improvement Costs (excluding the Supervision pee); (ill) all fees and costs fncurned by, and the cost of documents and materials supplied by,
<br />Landlord and Landlord's consultants (n connection with the preparation and review of the Construction Drawings; (iv) die cost of any changes or
<br />modifications for or to the Common Areas or Bose Building when such Changes are required fu connection with the Tenant Improvements (which
<br />shall include, without limitation, any modifications or alterations to the path of travel froniAo public transportation and public rights -of my, 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 Construction
<br />Drawings or the Tenant Improvements required by Code; (vf) 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, (rash 'removal costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) the cost of cable and other
<br />telecommunications lines installed as pat of the Tenant Improvements, but specifically excluding any 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 cost 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 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 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), ]fat any time during die course of performance of the Tenant
<br />Improvements, Landlord in good faith determines that the Excess Tenant Improvement Costs to be incurred in connection with perfomionce of the
<br />Tenant Improvements will exceed the amotut 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 following 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 (or under Section 2.3.2
<br />below) within the time periods specified above shall be treated as failure to pay Rent when the sane is due under the Lease, and notwithstanding
<br />anything in this Work Letteror die Lease to the contrary, (a) Landlord shall have the right to require the Contractor (defined below) to discontinue its
<br />performance orthe 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 (and shall not, in any case, constitute Landlord Delays) and (e) Landlord shall not be liable
<br />to Tenant I'or any additional costs, lost profits, lost economic opportunities- or airy Rmn of consequential damage which may result from any such
<br />discoitinuance by Landlord under this Section 21.
<br />2.3 Disbursement; Reconciliation of Costs, Landlord shall have the right to disburse the Allowance Amount together with all
<br />Deposits previously made by Tenant (collectively, file "Tenant Credit Amount") for such Tenant Improvement Costs and in such order as Landlord
<br />shall determine. Following final completion ofthe Tenant Improvements, Landlord shall reconcile (the'M Cost Reconciliation") the total Tenant
<br />Improvement Costs incurred or disbursed by Landlord hereunder with the ]'client 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 (lays of
<br />Landlord's written request therefor.
<br />2.3.2 If the TI Cost Reconciliation indicates that the Tenant Credit Amount exceeds tie total Tenant Improvement Costs
<br />incurred or disbursed by Landlord hereunder, then: (a) to the extent of ao-v Deposits made by Tenant, Landlord shall promptly return (o• at
<br />Landlord's election, credit against Tenant's obligations to pay Rent next cunning due) the onnount of such excess Deposits to Tenant, and (b) to tie
<br />extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant improvement Costs incurred or disbursed by
<br />Landlord hereunder (any such excess the "Unapplied Allowance Amount"). then Tenant shall have 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 Section 2.3.1 above)
<br />requesting: (i) disbursement of funds from the Unapplied Allowance Amount for (a) Tenant Improvement Costs paid directly by Tenant; IN)
<br />disbursement of up to $193,210.00 (i.e.. $10. 00 per RSF in the initial Premises) iron, the Unapplied Allowance Amount for FF&E Costs (defined
<br />below) incurred by Tenant; and/or (ill) disbursement of up to 96.605.0 (i.e., $5.00 per RSF in the Initial Premises) fr'onh the Unnpplied Allowance
<br />Amount 110• Cabling & Moving Costs (defined below) incurred by Tenant; prvvided lint, for the avoidance or doubt, Landlord shall have no
<br />obligation under [his Section 2.3.2 or otherwise to: (A) disburse any amount in excess otthe Unapplied Allowance Amount, (B) disburse more than
<br />tine amount specified in clause (if) above for PF&E Costs. (C) disburse more than tile 'mount specified in clause (iii) above for Cabling and Moving
<br />Costs, (D) disburse any finds Ilona the Unapplied Allowance Amount for which Tenon first requests disbursement on or after the li sl anniversary of
<br />the Commencement Date. " FF&Ir Costs" means costs incurred by 'reliant fix furniture, fixtures and equipment and cabling fix the I'renlises. slid
<br />"Cabling & Moving Costs" means costs incurred by Tenant I'o• cabling instclled in the Premises and ur For'1'enant's move into the Premises.
<br />2.3.3 Notwithstanding unylhing to the contrary in this Work Letter (or in any other provisions ol'this Lease). fl'the
<br />Allowance Amount exceeds the total Teumt Improvement Costs incunrod or disbursed by Landlord hereunder plus any amounts disbursed to Tenant
<br />under Section 2.12 above, Tenant shall not he milled to tiny credit against or abatement ol'Retil.
<br />89f 41'CAvr Ceurrr Ur—Ciry•nfSanrn nun Lrnae 2 ExhibitC
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