Common use of Unused Allowance Clause in Contracts

Unused Allowance. In the event that the total amount of the Refurbishment Allowance is not fully applied or disbursed by Landlord by December 31, 2005 in accordance with the terms and conditions of this Tenant Work Letter (such unused amount to be referred to herein as the "Unused Allowance"), then Landlord shall provide Tenant with a credit against Base Rent in an amount equal to the Unused Allowance pursuant to either the "Lump Sum Alternative" or the "Amortized Alternative," as those terms are set forth hereinbelow, which alternative shall be elected by Landlord in its sole and absolute determination. To the extent Landlord elects the "Lump Sum Alternative," Tenant shall be provided a credit against the Base Rent next due and owing for the Premises (following December 31, 2005) in a total amount 571981.06/WLA ▇▇▇▇▇-▇▇▇/▇-▇-▇▇/▇▇▇/▇▇▇ ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] equal to the Unused Allowance. To the extent Landlord elects the "Amortized Alternative," the amount of each Monthly Installment of Base Rent thereafter due during the initial Lease Term (i.e., commencing with the installment due and owing on January 1, 2006 and continuing through the installment due and owing on July 1, 2009), shall be reduced by an amount equal to the product of (A) the Unused Allowance, and (B) 0.02326 (i.e., a fraction, with a numerator of 1, and a denominator equal to the number of calendar months (43) in the then-remaining initial Lease Term). Except as expressly set forth herein with regard to the Unused Allowance, Tenant shall have no rights with respect to any unapplied or undisbursed portion of the Refurbishment Allowance. In the event Landlord elects the Amortized Alternative, the parties shall promptly execute an amendment to the Lease setting forth the new amount of the Base Rent computed in accordance with this Section 3. 571981.06/WLA K4064-066/6-8-04/pypir ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] To: Re: Office Lease dated , 200 between , a ("Landlord"), and , a ("Tenant") concerning Suite on floor(s) of the office building located at , California. Gentlemen: In accordance with the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced onfor a term of ending on. 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the fmal billing, shall be for the full amount of the monthly installment as provided for in the Lease.

Unused Allowance. In If the event that actual cost of the total Improvements does not exceed the Improvement Allowance, Tenant may use up to $59,800.00 of the unused portion of the Improvement Allowance (the “Maximum Amount”) to reimburse Tenant for the actual out-of-pocket costs it pays to unrelated third parties in order to (a) move its existing furniture and equipment into the Expansion Space, (b) purchase new furniture and equipment for use in the Expansion Space and (c) install telephone and computer cabling in the Expansion Space (collectively, “Expenses”). If Tenant desires to use the unused portion of the Improvement Allowance (not to exceed the Maximum Amount) to reimburse itself for Expenses, Tenant shall provide to Landlord bills, invoices and other information reasonably acceptable to Landlord to document monies paid by Tenant for Expenses, and Landlord shall reimburse Tenant within thirty (30) days after receiving such information for the lesser of the Maximum Amount and amount of the Refurbishment Allowance is not fully applied or disbursed by Landlord by December 31, 2005 in accordance with the terms and conditions of this Tenant Work Letter (such unused amount to be referred to herein as the "Unused Allowance"), then Landlord shall provide Tenant with a credit against Base Rent in an amount equal to the Unused Allowance pursuant to either the "Lump Sum Alternative" or the "Amortized Alternative," as those terms are set forth hereinbelow, which alternative shall be elected by Landlord in its sole and absolute determination. To the extent Landlord elects the "Lump Sum Alternative," Tenant shall be provided a credit against the Base Rent next due and owing for the Premises (following December 31, 2005) in a total amount 571981.06/WLA ▇▇▇▇▇-▇▇▇/▇-▇-▇▇/▇▇▇/▇▇▇ ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] equal to the Unused Improvement Allowance. To After the extent Landlord elects the "Amortized Alternative," the amount of each Monthly Installment of Base Rent thereafter due during the initial Lease Term (i.e., commencing with the installment due and owing on January 1, 2006 and continuing through the installment due and owing on July 1, 2009), shall be reduced by an amount equal to the product of (A) the Unused Allowance, and (B) 0.02326 (i.e., a fraction, with a numerator of 1, and a denominator equal to the number of calendar months (43) in the then-remaining initial Lease Term). Except as expressly set forth herein with regard to the Unused AllowanceImprovements are completed, Tenant shall have the right to make one request for the reimbursement of Expenses (the “Reimbursement Request”) and the Reimbursement Request shall include all Expenses for which Tenant requests reimbursement. Landlord shall have no rights with respect obligation to reimburse Tenant for any unapplied or undisbursed Expense that is not included in the Reimbursement Request. Any portion of the Refurbishment Allowance. In Improvement Allowance that has not been expended on or before December 31, 2017 on the event Landlord elects construction of the Amortized AlternativeImprovements or on the reimbursement of Expenses shall be retained by Landlord, the parties and Tenant shall promptly execute an amendment have no further right to the Lease setting forth the new amount use of such unused portion of the Base Rent computed in accordance with this Section 3. 571981.06/WLA K4064-066/6-8-04/pypir ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] To: Re: Office Lease dated , 200 between , a ("Landlord"), and , a ("Tenant") concerning Suite on floor(s) of the office building located at , California. Gentlemen: In accordance with the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced onfor a term of ending onImprovement Allowance for any purpose. 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the fmal billing, shall be for the full amount of the monthly installment as provided for in the Lease.

Unused Allowance. In the event that Tenant does not use the total entire IT Allowance for IT Improvements as stated above, Tenant may add any unused balance thereof to the Moving Allowance and likewise, in the event Tenant does not use the entire Moving Allowance for moving expenses as provided above, Tenant may add any unused balance thereof to the IT Allowance. Further, in the event the entire IT Allowance or the entire Moving Allowance is not used by Tenant as provided above, then Tenant may also elect to use the balance of such IT Allowance or Moving Allowance to upgrade Tenant Improvement finishes beyond the Building Standard, such upgrades to be included within the final Plans; provided nothing herein shall be construed as increasing the scope of the use of such allowance except as specifically provided herein The undersigned hereby certifies as follows: 1. Winnercomm Inc., as “Tenant”, and Merit Partners, LLC, as “Landlord”, entered into a written lease dated June 30, 2011 (“Lease”), in which Landlord leased to Tenant and Tenant leased from Landlord, certain “Premises” described in said Lease and located in the City of Tula, County of Tulsa, State of Oklahoma. 2. The Lease is in full force and effect and has not been amended, modified, supplemented or assigned by Tenant. The Lease represents the entire agreement between Landlord and Tenant. 3. The Tenant has accepted the Premises and is in possession of and presently occupies the Premises. 4. As of the date of this certificate, knows of no uncured defaults by under the Lease or any of the related agreements described above, and knows of no event or conditions which if uncured shall with the passage of time or notice or both, would constitute a default by under the Lease or any of the related agreements described above. knows of no existing defenses or offsets which the undersigned has against the enforcement of the Lease by . 5. Base Rent (as defined in the Lease) in the amount of $ is payable monthly from Tenant. Base Rent has been paid by Tenant under the Lease up to and including . The amount of the Refurbishment Allowance Operating Expense Adjustment currently payable by Tenant is not fully applied or disbursed by Landlord by December 31, 2005 in accordance $ per month. $ Security Deposit has been deposited with the terms Landlord. 6. Tenant has no claim against Landlord for any other security deposit, prepaid fee or charge or prepaid rent. 7. is executing and conditions of delivering this Tenant Work Letter (such unused amount certificate with the understanding that a lender is provided financing which affects the Building and the Property or . acknowledges and agrees that and Lender or shall be entitled to be referred to herein as the "Unused Allowance"), then Landlord shall provide Tenant with a credit against Base Rent in an amount equal to the Unused Allowance pursuant to either the "Lump Sum Alternative" or the "Amortized Alternative," as those terms are rely on ’s certifications set forth hereinbelowherein. This Exhibit is attached to and made a part of the Lease dated June 30, which alternative shall be elected 2011 by Landlord and between Merit Partners, LLC, an Oklahoma limited liability company (“Landlord”) and Winnercomm, Inc., a Delaware corporation (“Tenant”) for space in its sole and absolute determination. To the extent Landlord elects the "Lump Sum Alternative," Tenant shall be provided a credit against the Base Rent next due and owing for the Premises (following December 31, 2005) in a total amount 571981.06/WLA Building located at ▇▇▇▇▇-▇▇▇/▇-▇-▇▇/▇▇▇/▇▇▇ ▇. ▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] equal to the Unused Allowance. To the extent Landlord elects the "Amortized Alternative," the amount of each Monthly Installment of Base Rent thereafter due during the initial Lease Term (i.e., commencing with the installment due and owing on January 1, 2006 and continuing through the installment due and owing on July 1, 2009), shall be reduced by an amount equal to the product of (A) the Unused Allowance, and (B) 0.02326 (i.e., a fraction, with a numerator of 1, and a denominator equal to the number of calendar months (43) in the then-remaining initial Lease Term). Except as expressly set forth herein with regard to the Unused Allowance, Tenant shall have no rights with respect to any unapplied or undisbursed portion of the Refurbishment Allowance. In the event Landlord elects the Amortized Alternative, the parties shall promptly execute an amendment to the Lease setting forth the new amount of the Base Rent computed in accordance with this Section 3. 571981.06/WLA K4064-066/6-8-04/pypir ▇▇▇▇▇▇ REALTY ▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] To: Re: Office Lease dated , 200 between , a ("Landlord"), and , a ("Tenant") concerning Suite on floor(s) of the office building located at , California. Gentlemen: In accordance with the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced onfor a term of ending on. 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the fmal billing, shall be for the full amount of the monthly installment as provided for in the Lease.

Unused Allowance. In If the event that actual cost of the total Improvements does not exceed the mprovement Allowance, Tenant may use up to $59,800.00 of the unused portion of the Improvement llowance (the "Maximum Amounf') to reimburse Tenant for the actual out-of-pocket costs it pays to nrelated third parties in order to (a) move its existing furniture and equipment into the Expansion Space,(b) urchase new furniture and equipment for use in the Expansion Space and (c) install telephone and omputer cabling in the Expansion Space (collectively, "Expenses"). If Tenant desires to use the unused ort on of the Improvement Allowance (not to exceed the Maximum Amount) to reimburse itself for Expenses, enant shall provide to Landlord bills, invoices and other information reasonably acceptable to Landlord to ocument monies paid by Tenant for Expenses, and Landlord shall reimburse Tenant within thi rty (30) days fter receiving such information for the lesser of the Maximum Amount and amount of the Refurbishment Allowance is not fully applied or disbursed by Landlord by December 31, 2005 in accordance with the terms and conditions of this Tenant Work Letter (such unused amount to be referred to herein as the "Unused Allowance"), then Landlord shall provide Tenant with a credit against Base Rent in an amount equal to the Unused Allowance pursuant to either the "Lump Sum Alternative" or the "Amortized Alternative," as those terms are set forth hereinbelow, which alternative shall be elected by Landlord in its sole and absolute determination. To the extent Landlord elects the "Lump Sum Alternative," Tenant shall be provided a credit against the Base Rent next due and owing for the Premises (following December 31, 2005) in a total amount 571981.06/WLA ▇▇▇▇▇-▇▇▇/▇-▇-▇▇/▇▇▇/▇▇▇ ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] equal to the Unused mprovement Allowance. To After the extent Landlord elects the "Amortized Alternative," the amount of each Monthly Installment of Base Rent thereafter due during the initial Lease Term (i.e., commencing with the installment due and owing on January 1, 2006 and continuing through the installment due and owing on July 1, 2009), shall be reduced by an amount equal to the product of (A) the Unused Allowance, and (B) 0.02326 (i.e., a fraction, with a numerator of 1, and a denominator equal to the number of calendar months (43) in the then-remaining initial Lease Term). Except as expressly set forth herein with regard to the Unused AllowanceImprovements are completed, Tenant shall have the right to make one equest for the reimbursement of Expenses (the "Reimbursement Request") and the Reimbursement Request shall include all Expenses for which Tenant requests reimbursement. Landlord shall have no rights with respect bligation to reimburse Tenant for any unapplied Expense that is not included in the Reimbursement Request. Any ort on of the Improvement Allowance that has not been expended on or undisbursed before December 31,2017 on the onstruction of the Improvements or on the reimbursement of Expenses shall be retained by Landlord, and enant shall have no further right to the use of such unused portion of the Refurbishment AllowanceImprovement Allowance for any urpose. In the event Landlord elects the Amortized Alternative, the parties shall promptly execute an amendment to the Lease setting forth the new amount of the Base Rent computed in accordance with this Section 3. 571981.06/WLA K4064-066/6-8-04/pypir ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] To: Re: Office Lease dated , 200 between , a ("Landlord"i), and , a ("Tenant") concerning Suite on floor(s) of the office building located at , California. Gentlemen: In accordance with the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced onfor a term of ending on. 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the fmal billing, shall be for the full amount of the monthly installment as provided for in the Lease.

Unused Allowance. In the event that the total amount of the Refurbishment Allowance is not fully applied or disbursed by Landlord by December 31, 2005 Notwithstanding anything in accordance with the terms and conditions of this Tenant Work Letter (such unused amount to be referred to herein as the "Unused Allowance"), then Landlord shall provide Tenant with a credit against Base Rent in an amount equal Section 2.02 to the Unused Allowance pursuant to either the "Lump Sum Alternative" or the "Amortized Alternative," as those terms are set forth hereinbelowcontrary, which alternative shall be elected by Landlord in its sole and absolute determination. To the extent Landlord elects the "Lump Sum Alternative," Tenant shall be provided a will credit against the Base Rent next due and owing for the Premises not more than Three Dollars (following December 31, 2005$3.00) in a total amount 571981.06/WLA ▇▇▇▇▇-▇▇▇/▇-▇-▇▇/▇▇▇/▇▇▇ ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇per rentable square foot of each of ▇▇▇▇▇ ▇▇▇, ▇▇ [STMicroelectronics, Inc.] equal to the Unused Allowance. To the extent Landlord elects the "Amortized Alternative," the amount of each Monthly Installment of Base Rent thereafter due during the initial Lease Term (i.e., commencing with the installment due and owing on January 1, 2006 and continuing through the installment due and owing on July 1, 2009), shall be reduced by an amount equal to the product of (A) the Unused Allowance, and (B) 0.02326 (i.e., a fraction, with a numerator of 1, and a denominator equal to the number of calendar months (43) in the then-remaining initial Lease Term). Except as expressly set forth herein with regard to the Unused Allowance, Tenant shall have no rights with respect to any unapplied or undisbursed portion of the Refurbishment Allowance. In the event Landlord elects the Amortized Alternative, the parties shall promptly execute an amendment to the Lease setting forth the new amount of the Base Rent computed in accordance with this Section 3. 571981.06/WLA K4064-066/6-8-04/pypir ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇ and Suit 300 (i.e., $75,717.00 for ▇▇▇▇▇ ▇▇▇, $83,748.00 for Suite 200, and $85,080.00 for ▇▇▇▇▇ [STMicroelectronics▇▇▇, Inc.] To: Re: Office Lease dated for a total of $244,545.00 for the entire Leased Premises) of any unused portion of the Aggregate Allowance (individually and collectively, as the context may require, the "Unused Allowance") toward any required or preferred FF&E that Tenant installs in the Leased Premises and exterior signage costs for the Leased Premises (collectively, the "FF&E Costs"). For clarity, subject to the timing of availability of each Allowance and the Allowance Deadline, all as set forth in this Section 2.02, any portion of the Unused Allowance may be used by Tenant toward any part of the FF&E Costs and any such portions of the Unused Allowance, though calculated based on the square footage of a suite, shall not be limited to use in and for such suite, but may be used toward the FF&E Costs for any of the suites making up the Leased Premises. Tenant must submit paid invoices to Landlord for reimbursement of FF&E Costs, up to the amount of the Unused Allowance, if any, for such Suite or Suites as then available, and Landlord shall reimburse Tenant for such expenses for reimbursement of said costs up to the amount of the Unused Allowance, if any, within thirty (30) days after the later of the substantial completion of the Work in such Suite and presentation of paid invoices by Tenant in support of such expenses (and provided that, as of that date, (i) with respect to any Unused Allowance applicable to the rentable square footage of Suite 100, if any, Tenant has taken possession of Suite 100, (ii) with respect to any Unused Allowance applicable to the rentable square footage of Suite 100, if any, Tenant acknowledges and agrees that such Unused Allowance shall not be available to Tenant or paid by Landlord until after the Commencement Date with respect to Suite 100 (notwithstanding any earlier presentation of invoices or any earlier substantial completion of the Work in Suite 200 between , a ("Landlord"or Suite 300), and (iii) there is then no Default by Tenant under the Lease). For clarity, a ("Tenant") concerning Suite on floor(s) of the office building located at , California. Gentlemen: In accordance total amount paid by Landlord for the Work in the Leased Premises and for the Unused Allowance with respect to the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1. The Lease Term Leased Premises shall commence on or has commenced onfor a term of ending on. 2. Rent commenced to accrue on not exceed, in the amount of aggregate the Aggregate Allowance. 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the fmal billing, shall be for the full amount of the monthly installment as provided for in the Lease.

Unused Allowance. In (a) If the event that the total amount final Cost of the Refurbishment TI Work is less than the Allowance, Tenant may draw upon such balance and to the extent thereof (only within the first 180 days after the Early Occupancy Date) up to $1.50 per square foot of NRA within the Premises to pay for Tenant’s cost of move-in and up to $2.00 per square foot of NRA within the Premises to pay for the installation of equipment, including the acquisition and installation of cabling, telecommunications and voice data equipment, but in no event may any balance of the Allowance is be used for the acquisition of any furniture, fixtures or equipment. Further, any remaining balance of the Allowance may be drawn upon by Tenant for future Alterations to the Premises prior to the last twelve (12) months of the initial Term. Any items paid for (in whole or in part) with the Allowance shall be the property of Landlord upon acquisition thereof and, except as provided in Paragraph 33 of the Lease, Tenant shall not fully applied be required to remove same upon termination of the Lease. Tenant shall provide Landlord with reasonable documentation of such costs as a condition to any such draw. Any remaining balance of the Allowance not used prior to the last twelve (12) months of the initial Term shall be forfeited by Tenant and shall thereafter be the sole property of Landlord. (b) Landlord shall not be required to segregate or disbursed escrow any unused balance of the Allowance that Tenant may draw upon hereunder. Landlord’s only obligation for such funds shall be to provide them when and if required herein and subject to the conditions provided for herein. All improvements to the Premises made by Landlord by December 31, 2005 Tenant after completion of the TI Work shall in accordance with any event be subject to all of the terms and conditions of this Tenant Work Letter (such unused amount the Lease pertaining to be referred to herein as the "Unused Allowance"), then Alterations by Tenant. Landlord shall provide Tenant with a credit against Base Rent in an amount equal not be required to the Unused Allowance pursuant to either the "Lump Sum Alternative" or the "Amortized Alternative," as those terms are set forth hereinbelow, which alternative shall be elected by Landlord in its sole and absolute determination. To the extent Landlord elects the "Lump Sum Alternative," Tenant shall be provided a credit against the Base Rent next due and owing for the Premises (following December 31, 2005) in a total amount 571981.06/WLA ▇▇▇▇▇-▇▇▇/▇-▇-▇▇/▇▇▇/▇▇▇ ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] equal to the Unused Allowance. To the extent Landlord elects the "Amortized Alternative," the amount of each Monthly Installment of Base Rent thereafter due during the initial Lease Term (i.e., commencing with the installment due and owing on January 1, 2006 and continuing through the installment due and owing on July 1, 2009), shall be reduced by an amount equal to the product of (A) the Unused Allowance, and (B) 0.02326 (i.e., a fraction, with a numerator of 1, and a denominator equal to the number of calendar months (43) in the then-remaining initial Lease Term). Except as expressly set forth herein with regard to the Unused Allowance, Tenant shall have no rights with respect to fund any unapplied or undisbursed unused portion of the Refurbishment Allowance. In the event Landlord elects the Amortized Alternative, the parties shall promptly execute an amendment to the Lease setting forth the new amount of the Base Rent computed in accordance with Allowance under this Section 3. 571981.06/WLA K4064-066/6-8-04/pypir ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] To: Re: Office Lease dated , 200 between , Paragraph 10 at any time that a ("Landlord"), and , a ("Tenant") concerning Suite on floor(s) of the office building located at , California. Gentlemen: In accordance with the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced onfor a term of ending onTenant Default exists. 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the fmal billing, shall be for the full amount of the monthly installment as provided for in the Lease.

Unused Allowance. In Except as provided below in this Section 6, Landlord shall only be obligated to make disbursements from the event that Refurbishment Allowance to the total extent costs are incurred by Tenant for Refurbishment Allowance Items. All Refurbishment Allowance Items for which the Refurbishment Allowance has been made available shall be deemed Landlord’s property. Notwithstanding the foregoing, if Tenant uses less than the entire amount of the Refurbishment Allowance is not fully applied or disbursed for Refurbishment Allowance Items, then Tenant may request, by providing written notice (“Request Notice”) to Landlord by at any time after January 1, 2004 but no later than December 31, 2005 2004, an amount (“Rent Credit”) equal to the lesser of the following amounts: (A) the remaining portion of the Refurbishment Allowance and (B) an amount equal to Ten Dollars ($10.00) per rentable square foot of the Premises. If Tenant timely delivers a Request Notice, the Rent Credit will be proportionately applied in accordance equal amounts as a credit to Tenant’s monthly Basic Rental obligation for twenty-four (24) months, commencing with the first day of the month following Landlord’s receipt of the Request Notice. In addition, Tenant shall have the option in the Request Notice, to the extent such amount is available as a part of the Rent Credit, to request that up to Two Dollars ($2.00) per rentable square foot of the Premises (“Lindero Allowance”) be added to Tenant’s refurbishment allowance for permanently affixed improvements under the Lindero Amendment (as defined in Section 10 below), in which case the Lindero Allowance shall be deducted from the Rent Credit. If Tenant timely requests the Lindero Allowance in the Request Notice, the disbursement of the Lindero Allowance will be governed by the terms and conditions of this Tenant Work Letter (such unused amount to be referred to herein as the "Unused Allowance"), then Landlord shall provide Tenant with a credit against Base Rent in an amount equal to the Unused Allowance pursuant to either the "Lump Sum Alternative" or the "Amortized Alternative," as those terms are set forth hereinbelow, which alternative shall be elected by Landlord in its sole and absolute determinationLindero Amendment. To the extent Landlord elects the "Lump Sum Alternative," Tenant shall be provided a credit against the Base Rent next due and owing for the Premises (following December 31, 2005) in a total amount 571981.06/WLA ▇▇▇▇▇-▇▇▇/▇-▇-▇▇/▇▇▇/▇▇▇ ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] equal to the Unused Allowance. To the extent Landlord elects the "Amortized Alternative," the amount of each Monthly Installment of Base Rent thereafter due during the initial Lease Term (i.e., commencing with the installment due and owing on January 1, 2006 and continuing through the installment due and owing on July 1, 2009), shall be reduced by an amount equal to the product of (A) the Unused Allowance, and (B) 0.02326 (i.e., a fraction, with a numerator of 1, and a denominator equal to the number of calendar months (43) in the then-remaining initial Lease Term). Except as expressly set forth herein with regard to the Unused AllowanceUpon request from Landlord, Tenant shall have no rights with respect to any unapplied or undisbursed portion execute commercially reasonable documentation regarding the application of the Refurbishment Rent Credit and/or the Lindero Allowance. In the event Landlord elects the Amortized Alternative, the parties shall promptly execute an amendment to the Lease setting forth the new amount of the Base Rent computed in accordance with this Section 3. 571981.06/WLA K4064-066/6-8-04/pypir ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] To: Re: Office Lease dated , 200 between , a ("Landlord"), and , a ("Tenant") concerning Suite on floor(s) of the office building located at , California. Gentlemen: In accordance with the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced onfor a term of ending on. 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the fmal billing, shall be for the full amount of the monthly installment as provided for in the Lease.

Unused Allowance. In Except as provided below in this Section 7, Landlord shall only be obligated to make disbursements from the event that Refurbishment Allowance to the total extent costs are incurred by Tenant for Refurbishment Allowance Items. All Refurbishment Allowance Items for which the Refurbishment Allowance has been made available shall be deemed Landlord’s property. Notwithstanding the foregoing, if Tenant uses less than the entire amount of the Refurbishment Allowance is not fully applied or disbursed for Refurbishment Allowance Items, then Tenant may request, by providing written notice (“Request Notice”) to Landlord by at any time after January 1, 2006 but no later than December 31, 2005 2006, an amount (“Rent Credit”) equal to the lesser of the following amounts: (A) the remaining portion of the Refurbishment Allowance and (B) an amount equal to Three and 50/100 Dollars ($3.50) per rentable square foot of the Premises. If Tenant timely delivers a Request Notice, the Rent Credit will be proportionately applied in accordance equal amounts as a credit to Tenant’s monthly Basic Rental obligation for twenty-four (24) months, commencing with the first day of the month following Landlord’s receipt of the Request Notice. In addition, Tenant shall have the option in the Request Notice, to the extent such amount is available as a part of the Rent Credit, to request that up to Two Dollars ($2.00) per rentable square foot of the Premises (“Calabasas Allowance”) be added to Tenant’s refurbishment allowance for permanently affixed improvements under the Calabasas Amendment (as defined in Section 8 below), in which case the Calabasas Allowance shall be deducted from the Rent Credit. If Tenant timely requests the Calabasas Allowance in the Request Notice, the disbursement of the Calabasas Allowance will be governed by the terms and conditions of this Tenant Work Letter (such unused amount to be referred to herein as the "Unused Allowance"), then Landlord shall provide Tenant with a credit against Base Rent in an amount equal to the Unused Allowance pursuant to either the "Lump Sum Alternative" or the "Amortized Alternative," as those terms are set forth hereinbelow, which alternative shall be elected by Landlord in its sole and absolute determinationCalabasas Amendment. To the extent Landlord elects the "Lump Sum Alternative," Tenant shall be provided a credit against the Base Rent next due and owing for the Premises (following December 31, 2005) in a total amount 571981.06/WLA ▇▇▇▇▇-▇▇▇/▇-▇-▇▇/▇▇▇/▇▇▇ ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] equal to the Unused Allowance. To the extent Landlord elects the "Amortized Alternative," the amount of each Monthly Installment of Base Rent thereafter due during the initial Lease Term (i.e., commencing with the installment due and owing on January 1, 2006 and continuing through the installment due and owing on July 1, 2009), shall be reduced by an amount equal to the product of (A) the Unused Allowance, and (B) 0.02326 (i.e., a fraction, with a numerator of 1, and a denominator equal to the number of calendar months (43) in the then-remaining initial Lease Term). Except as expressly set forth herein with regard to the Unused AllowanceUpon request from Landlord, Tenant shall have no rights with respect to any unapplied or undisbursed portion execute commercially reasonable documentation regarding the application of the Refurbishment Rent Credit and/or the Calabasas Allowance. In the event Landlord elects the Amortized Alternative, the parties shall promptly execute an amendment to the Lease setting forth the new amount of the Base Rent computed in accordance with this Section 3. 571981.06/WLA K4064-066/6-8-04/pypir ▇▇▇▇▇▇ REALTY ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [STMicroelectronics, Inc.] To: Re: Office Lease dated , 200 between , a ("Landlord"), and , a ("Tenant") concerning Suite on floor(s) of the office building located at , California. Gentlemen: In accordance with the Office Lease (the "Lease"), we wish to advise you and/or confirm as follows: 1. The Lease Term shall commence on or has commenced onfor a term of ending on. 2. Rent commenced to accrue on , in the amount of . 3. If the Lease Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the fmal billing, shall be for the full amount of the monthly installment as provided for in the Lease.