Common use of Construction Contract; Cost Budget Clause in Contracts

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall shal] submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general genera] conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Over- Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i1), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a Tenant hereby agrees that Tenant’s construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the and general conditions with Contractor (the “Contract”) shall contains commercially reasonably warranties and indemnifications that inure to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsbenefit. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.13, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an identify the amount equal to (the “Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior ”) equal to the disbursement of any difference between the amount of the then remaining portion Final Costs and the amount of the Tenant Improvement AllowanceAllowance (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). 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 thirty percent (30%) of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, and such disbursement payments by Tenant (the “Over-Allowance Payments”) shall be pursuant a condition to the same procedure as Landlord’s obligation to pay any amounts from the Tenant Improvement Allowance. In Landlord shall pay seventy percent (70%) of each amount requested by the event thatContractor or otherwise to be disbursed under this Tenant Work Letter, after until the total costs set forth in Tenant Improvement Allowance has been paid. Once the Construction Budget have entire Tenant Improvement Allowance has been delivered paid by Tenant to Landlord, Tenant shall thereafter pay one hundred percent (100%) of each amount requested by the costs relating Contractor or otherwise to the design and construction be disbursed under this Tenant Work Letter. In connection with any payment of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid made by Tenant pursuant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionthis Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements paid shall not commence until (a) Landlord has approved the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all Permits for by the Over-Allowance Amount shall be deemed Landlord’s property under applicable Tenant Improvements. Landlord acknowledges that the terms demolition work and other phases of the Lease.construction will commence on different dates

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”), Tenant shall submit the Contract (including Contractor’s proposal and all exhibits and back-up documentation associated with such Contract) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated anticipated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction BudgetAnticipated Costs”), which costs shall include, but not be limited to, . Prior to the costs commencement of construction of the Architect’s and Engineers’ fees and Improvements, Tenant shall identify the Landlord Coordination Fee. The amount, if any, by which amount equal to the total costs set forth in the Construction Budget exceed difference between the amount of the Tenant Anticipated Costs and the amount of the Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). In the event that an the Anticipated Costs are greater than the amount of the Improvement Allowance (the “Anticipated Over-Allowance Amount”), then Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which percentage (the “Percentage”) shall be equal to the Anticipated Over-Allowance Amount existsdivided by the amount of the Anticipated Costs (after deducting from the Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant Improvements(the “Over-Allowance Payments”) shall be a condition to Landlord’s obligation to pay any amounts from the Improvement Allowance (the “Improvement Allowance Payments”). After Tenant’s initial determination of the Anticipated Costs, Tenant shall supply advise Landlord with cash in an amount equal from time to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and time as such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Improvements otherwise change and the Anticipated Over-Allowance Amount, and the Over-Allowance Payments shall be adjusted such that the Improvement Allowance Payments by Landlord and the Over-Allowance Payments by Tenant Improvements shall changeaccurately reflect the then-current amount of Anticipated Costs. Notwithstanding the foregoing content of this Section 4.2.1, Landlord may elect, at its sole option, from time to time, to adjust the Percentage in order to increase the amount(s) of the Improvement Allowance Payments (and thereby reduce the amount(s) of the Over-Allowance Payments paid in connection therewith), provided, that Landlord shall not be required to make any additional costs for such design and construction payments in excess of the total costs set forth Improvement Allowance, and any such adjustment in the Construction Budget Percentage shall be added to reconciled in later disbursements of the Improvement Allowance Payments and the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Payments. In connection with any Over-Allowance Amount or at Landlord’s optionPayments made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), and (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by Notwithstanding anything set forth in this Work Letter to the Over-Allowance Amount shall be deemed Landlord’s property under contrary, but subject to the terms last sentence of Section 3.4 above, construction of the LeaseImprovements shall not commence until (a) Landlord has approved the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all Permits for the applicable Improvements.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement First Amendment Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement First Amendment Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement First Amendment Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the under an AIA A101 Stipulated Sum Agreement (2007 Version) accompanied by Xxxxxxxx’s standard AIA A201 General Conditions (2007 Version) as modified by Landlord and Tenant Improvements(collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an the Final Costs are greater than the amount of the 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 existsdivided by the amount of the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount. The Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to Landlord’s obligation to pay any amounts from the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget Final Costs shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionPayments shall be recalculated in accordance with the terms of the immediately preceding sentence. In connection with any Over-Allowance Payment made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approvalapproval with regard to proper insurance and licensing requirements and any other provisions which may adversely affect Landlord or Landlord’s interest in the Building, and which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution delayed by more than five (5) business days after Landlord’s receipt of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsContract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the 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 Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Section 2D(a) (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”), Tenant shall submit the Contract (including Contractor’s proposal and all exhibits and back-up documentation associated with such Contract) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals Improvements for the Tenant Improvementsa particular Phase, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated anticipated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant such Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction BudgetAnticipated Costs”). Prior to the commencement of construction of such Improvements, which costs Tenant shall include, but not be limited to, identify the costs of amount equal to the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed difference between the amount of the Tenant Anticipated Costs and the amount of the Improvement Allowance is referred applicable to herein as such Phase (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). In the event that an the Anticipated Costs are greater than the amount of the Improvement Allowance applicable to such Phase (the “Anticipated Over-Allowance Amount”), then, Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which percentage (the “Percentage”) shall be equal to the Anticipated Over-Allowance Amount existsdivided by the amount of the Anticipated Costs (after deducting from the Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant Improvements(the “Over-Allowance Payments”) shall be a condition to Landlord’s obligation to pay any amounts from the Improvement Allowance (the “Improvement Allowance Payments”). After Tenant’s initial determination of the Anticipated Costs, Tenant shall supply advise Landlord with cash in an amount equal from time to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and time as such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Tenant Improvements shall changeotherwise change and the Anticipated Over-Allowance Amount, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs Payments shall be paid adjusted such that the Improvement Allowance Payments by Tenant to Landlord immediately as an addition to and the Over-Allowance Amount or at Landlord’s optionPayments by Tenant shall accurately reflect the then-current amount of Anticipated Costs. In connection with any Over-Allowance Payments made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), and (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by Notwithstanding anything set forth in this Work Letter to the Over-Allowance Amount shall be deemed Landlord’s property under contrary, but subject to the terms last sentence of Section 3.4 above, construction of the LeaseImprovements shall not commence until (a) Landlord has approved the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all Permits for the applicable Improvements.

Construction Contract; Cost Budget. Prior Tenant shall engage the applicable Contractor under a commercially reasonable construction contract (the “Contract”), provided that such Contract has insurance and indemnification provisions in a form reasonably acceptable to execution of a construction contract, Landlord. Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant Xxxxxx has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to. For purposes hereof, the costs “Over-Allowance Amount” shall be equal to the difference between the amount of the Architect’s Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, ). Tenant shall supply pay, within five (5) business days of written notice from Landlord, a percentage of each amount disbursed by Landlord with cash in an amount to the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceFinal Costs, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as Landlord’s obligation to pay any amounts of the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to on a prorata basis with Landlord immediately as an addition to consistent with the manner in which the initial Over-Allowance Amount or at Landlord’s option, is paid. In no event shall Landlord disburse an amount in excess of the Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of Improvement Allowance under this Tenant Work Letter, above, for Landlord’s approval, prior to . Tenant paying such costs. All Tenant Improvements paid for by shall provide Landlord with updated construction schedules and budgets on a regular basis during the Over-Allowance Amount shall be deemed Landlord’s property under the terms course of construction of the LeaseTenant Improvements, and in any event within fifteen (15) days after request by Landlord.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2(a)(i) through 2.2(a)(vii) above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items clauses (iA), (iiB), (iiiC) and (ivD) of Section 2.2.2.1 2.2(b)(i) above of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.7, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or Tenant, which costs form a basis for the Contractor amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, . If the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed Final Costs equal an amount greater than the amount of the Tenant Improvement Allowance is referred to herein as (after deducting from the “Over Tenant Improvement Allowance Amount”. In any amounts expended in connection with the event that an Over-preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Amount exists, then Items incurred prior to the commencement of construction of the Tenant Improvements) (the “Over-Allowance Amount”), then Tenant shall supply Landlord with cash in an pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceFinal Costs, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as the Landlord’s obligation to pay any amounts of Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately in accordance with this Section 4.2.1, as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseAmount.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor for each applicable Construction Premises (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant ImprovementsImprovements for such applicable Construction Premises, and after Tenant has accepted all bids and proposals for the Tenant ImprovementsImprovements therefor, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs Tenant Improvement Costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.7 above, in connection with the design design, permitting and construction of the Tenant Improvements for such applicable Construction Premises to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed Tenant Improvement Costs form a basis for the amount of the Contract, if any for the Tenant Improvements for such Construction Premises (collectively, the “Final Tenant Improvement Allowance is referred to herein as the “Over Allowance AmountCosts”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant ImprovementsImprovements for such applicable Construction Premises, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) by which the Final Tenant Improvement Costs for such applicable Construction Premises exceed the TI Allowance Portion for such Construction Premises (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 for such applicable Construction Premises). The Over-Allowance Amount for such applicable Construction Premises shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement AllowanceTI Allowance Portion for such applicable Construction Premises, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement AllowanceTI Allowance Portion for such applicable Construction Premises. In the event thatIf, after the total costs set forth in the Final Tenant Improvement Costs for such applicable Construction Budget Premises have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements Improvement Costs for such applicable Construction Premises shall change, any additional costs Tenant Improvement Costs for such applicable Construction Premises necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added such Final Tenant Improvement Costs therefor shall, to the Over-extent they exceed the remaining balance of the TI Allowance Amount and the total costs set forth in the Portion for such applicable Construction BudgetPremises, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount for such applicable Construction Premises within ten (10) business days after Tenant’s receipt of invoice therefor from Landlord, and, in any event, prior to the commencement of the construction of such changes, or at Landlord’s option, Tenant shall make payments for such additional costs Tenant Improvement Costs for such applicable Construction Premises out of its Tenant’s own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(a), (iib), (iiic) and (ivd) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All additional Tenant Improvements paid Improvement Costs for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Leasesuch applicable Construction Premises.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the under a commercially reasonable and customary construction of the Tenant Improvementscontract (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.3.1.1 through 2.3.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the estimated total costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount work of the Tenant Improvement Allowance is referred to herein as project (the “Over Allowance AmountFinal Budget”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply inform Landlord with cash in an of the amount equal to (the “Over-Allowance Amount. The Over-Allowance Amount shall be disbursed ”), if any, by Landlord prior to which the disbursement of any amount of the then remaining portion Final Budget exceeds the amount of the Tenant Improvement AllowanceAllowance and Additional Improvement Allowance (less any portion thereof already disbursed by Landlord, and such disbursement shall be pursuant to or in the same procedure as process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvement AllowanceImprovements). In the event that, after that the total costs set forth in Final Budget exceeds the Construction Budget have been delivered by amount of the Tenant to Landlord, Improvement Allowance and Additional Improvement Allowance remaining as of the costs relating to the design and commencement of construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionImprovements, Tenant shall make payments for such additional costs out fund a fraction of its own funds, but Tenant shall continue each amount to provide Landlord with be disbursed to the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 Contractor or otherwise pursuant to the terms of this Tenant Work Letter, abovethe numerator of which fraction shall equal the Over Allowance Amount, for and the denominator of which fraction shall equal the Final Budget, and such payment by Tenant shall be a condition to Landlord’s approval, prior obligation to pay any amounts of the Tenant paying such costsImprovement Allowance and Additional Improvement Allowance. All Tenant Improvements paid for by the shall be responsible to pay any Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseAmount.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.7, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, . If the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed Final Costs equal an amount greater than the amount of the Tenant Improvement Allowance is referred to herein as (after deducting from the “Over Tenant Improvement Allowance Amount”. In any amounts expended in connection with the event that an Over-preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Amount exists, then Items incurred prior to the commencement of construction of the Tenant Improvements) (the “Over-Allowance Amount”), then Tenant shall supply Landlord with cash in an pay a percentage of each amount requested by the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceFinal Costs, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as the Landlord’s obligation to pay any amounts of Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately in accordance with this Section 4.2.1, as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseAmount.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvementsreasonably approved by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the estimated total costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount work of the Tenant Improvement Allowance is referred to herein as project (the “Over Allowance AmountFinal Budget”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply inform Landlord with cash of the amount (the “Over-Allowance Amount”), if any, by which the amount of the Final Budget exceeds the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in an amount the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). Tenant shall be responsible to pay a percentage of each disbursement under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed , divided by Landlord prior the amount of the Final Budget (provided that with respect to the disbursement HVAC System Work the EXHIBIT B -7- BRITANNIA POINTE GRAND BUSINESS PARK [Portola Pharmaceuticals, Inc.] [First Amendment] 1). For the avoidance of any of doubt, changes in the then remaining portion Final Budget that do not exceed the amount of the Tenant Improvement Allowance, and such disbursement Allowance shall be pursuant not affect Landlord’s responsibility to the same procedure as the reimburse Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in non-excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvementsreasonably approved by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant Xxxxxx has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the estimated total costs of the work of the Tenant Improvement project (the “Construction Final Budget”), which costs shall include, but not be limited to, . If the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Final Budget exceed exceeds the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Overprocess of being disbursed by 4864-Allowance Amount exists0699-3085.7183305.00028/7-23-24/ejs/ejs EXHIBIT B-6- Landlord, then prior to on or before the commencement of construction of the Tenant ImprovementsImprovements)(the “Over-Allowance Amount”), then Tenant shall supply Landlord with cash in an pay a percentage of each amount requested to be paid to the Contractor or otherwise disbursed under this Tenant Work Letter (the “Tenant Contribution”), which percentage shall be equal to the amount of the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceFinal Costs, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as Landlord’s obligation to pay any amounts of the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, that the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction be in excess of the total costs estimated amount as set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and any such additional costs excess shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Tenant shall engage the Contractor under a contract in a form reasonably approved by Landlord (collectively, the “Contract”). Landlord’s failure to respond to Tenant’s request for approval of the Contract within five (5) business days shall constitute Landlord’s deemed approval of the Contract. Prior to execution the commencement of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including Tenant shall provide a copy of the general conditions with Contractor (the “Contract”) Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior In addition, prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Expansion Premises Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Expansion Premises Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Expansion Premises Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Landlord’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Landlord shall submit the Contract to Landlord Tenant and Tenant shall have the right to negotiate the Contract directly with the Contractor, including without limitation any Contractor penalties in the Contract for its delays in connection with the substantial completion of the Tenant Improvements; provided, however, the final form of Contract shall be subject to Landlord’s reasonable approval. The remaining terms of the Contract shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld. Notwithstanding the fact that Landlord shall sign the Contract, conditioned or delayed. Following execution Landlord shall only be obligated to use commercially reasonable efforts to enforce the terms of the Contract when directed by Tenant and/or the Project Manager, and prior Landlord shall have no liability to commencement of constructionTenant if Contractor breaches its obligations under the Contract; provided, however, Landlord shall deliver to Tenant shall provide any and all penalty amounts Landlord with a fully executed copy of receives from Contractor due to Contractor’s failure to perform its obligations under the Contract for Landlord’s recordsContract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1 through 2.2.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash 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 Landlord, or in an the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). 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. The Amount divided by the amount of the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant (the “Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget Final Costs, shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount Payments shall be deemed Landlord’s property under recalculated in accordance with the terms of the Leaseimmediately preceding sentence. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a) Landlord has approved the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all Permits.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for under either, at Tenant’s election, exercisable in Tenant’s sole discretion, an AIA A101 Stipulated Sum Agreement (2007 Version), or an AIA A102 [Standard Form of Agreement Between Owner and Contractor where the construction basis of payment is the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution Cost of the Contract and prior to commencement of construction, Tenant shall provide Landlord Work Plus a Fee with a fully executed copy of Guaranteed Maximum Price], accompanied by Landlord's standard AIA A201 General Conditions (2007 Version) as modified by Landlord and reasonably approved by Tenant (collectively, the Contract for Landlord’s records"Contract"). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the "Over-Allowance Amount") equal to the difference between the amount of the Final Costs and the amount of the 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 Improvements). The Over-Allowance Over‑Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior Tenant shall engage the applicable Contractor under a commercially reasonable construction contract (the “Contract”), provided that such Contract has insurance and indemnification provisions in a form reasonably acceptable to execution of a construction contract, Landlord. Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant Xxxxxx has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to. For purposes hereof, the costs “Over-Allowance Amount” shall be equal to the difference between the amount of the Architect’s Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, ). Tenant shall supply pay, within five (5) business days of written notice from Landlord, a percentage of each amount disbursed by Landlord with cash in an amount to the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceFinal Costs, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as Landlord’s obligation to pay any amounts of the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to on a prorata basis with Landlord immediately as an addition to consistent with the manner in which the initial Over-Allowance Amount or at Landlord’s option, is paid. In no event shall Landlord disburse an amount in excess of the Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of Improvement Allowance under this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by shall provide Landlord with updated construction schedules and budgets on a regular basis during the Over-Allowance Amount shall be deemed Landlord’s property under the terms course of construction of the LeaseTenant Improvements, and in any event within fifteen (15) days after request by Landlord.

Construction Contract; Cost Budget. Prior to Xxxxxx’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsreview. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide EXHIBIT B GENESIS 1900 ALAMEDA 5 [BigHat Biosciences, Inc.] Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design design, permitting and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Contract, if any (the “Final Costs”)). The amount by which the Final Costs exceed the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, Tenant ) shall supply Landlord with cash in an amount equal be referred to herein as the “Over-Allowance Amount”. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event thatIf, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design design, permitting and construction of the Tenant Improvements shall change, any additional costs for necessary to such design design, permitting and construction in excess of the total costs set forth in the Construction Budget Final Costs shall be added to the Over-Allowance Amount Amount. Notwithstanding the terms of Section 2.2.2 above, as Tenant incurs Improvement Allowance Items, Tenant shall pay the Contractor and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to Architect and/or Engineer for the Over-Allowance Amount or at in cash in installments pari passu with Landlord’s option, distribution of the Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i)Improvement Allowance, (ii)and, (iiiif applicable, the Additional Allowance) and (iv) in an amount equal to a fraction of Section 2.2.2.1 such expenses, the numerator of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by which is the Over-Allowance Amount shall be deemed Landlord’s property under (less the terms amount of the LeaseAdditional Allowance Tenant elects to use) and the denominator of which is the sum of the Allowance and the Over-Allowance Amount and Landlord shall only pay Tenant the balance of the Improvement Allowance Amounts properly requested by Tenant such month.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvementsunder an AIA A101 Stipulated Sum Agreement (2007 Version) accompanied by Landlord’s standard AIA A201 General Conditions (2007 Version) as modified by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the 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 Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, . The amount equal to the costs difference between the amount of the Architect’s Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, ) shall be referred to herein as the “Over-Allowance Amount”. Tenant shall supply pay, within five (5) business days of written notice from Landlord, a percentage of each amount disbursed by Landlord with cash in an amount to the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount. The Over-Allowance Amount divided by the amount of the Final Costs, and such payment by Tenant shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion amounts of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. . In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own fundsTenant, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements paid for by shall not commence until (a) Landlord has approved the Over-Allowance Amount shall be deemed Landlord’s property under the terms Contract, and (b) Tenant has procured and delivered to Landlord a copy of the Leaseall Permits.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvementsunder a fixed price contract reasonably acceptable to Tenant, including the general conditions with Contractor and Landlord (the “Contract”) to Landlord for its approval, which each Phase of the Improvements. Landlord’s approval of any proposed contract shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of , and if Landlord objects to any Contract submitted for approval by Landlord, Landlord shall specify the Contract and prior to commencement of constructionreason for any disapproval in writing, Tenant shall provide Landlord with a fully executed copy of the Contract within five (5) business days after such contract is submitted for Landlord’s recordsapproval by Tenant. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a reasonably detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant relevant Phase of the Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs of the Relevant Phase and the applicable amount of the 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 of the Relevant Phase Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of on a pro-rata basis along with any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs of any phase have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Relevant Phase of the Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately within one (1) business day after written demand by Landlord, as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Contract, if any (the “Final Costs”). The amount by which the Final Costs exceed the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal ) is referred to herein as the “Over-Allowance Amount”. The Over-With respect to each disbursement of Landlord’s pro rata portion of the Tenant Improvement Allowance Amount shall required to be disbursed made by Landlord prior pursuant to Section 2.2.2.1 above, Tenant shall pay directly to the disbursement of any of Contractor, no later than the then remaining date Landlord is required to disburse or pay such Landlord’s pro rata portion of the Tenant Improvement Allowance, and Tenant’s pro rata share of such Over-Allowance Amount applicable to such disbursement shall be as determined pursuant to the same procedure as the Tenant Improvement AllowanceSection 2.2.2.1 above. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget changes shall be added to incorporated into the Over-Allowance Amount last approved Final Costs Statement and the total costs set forth in the Construction Budget, Landlord’s and Tenant’s pro rata share of such additional costs shall be paid by Tenant adjusted to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for take into account such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Leasechanges.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, . Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements paid for by shall not commence until (a) Landlord has approved the Contract, (b) Tenant has procured and delivered to Landlord a copy of all Permits, and (c) Tenant has delivered to Landlord the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseAmount.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in SECTIONS 2.2. 1.1 THROUGH 2.2.1.11, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs form a basis for the amount of the Contract (the "Final Costs"). Prior to Tenant's first delivery of Allowance Documentation, Tenant shall includepay to Landlord fifty percent (50%) of the "Over-Allowance Amount," as that term is defined, but not be limited tobelow. For purposes of this Section 4.2.1, the costs "Over-Allowance Amount" shall be equal to the difference between the amount of the Architect’s Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of After the Tenant Improvements shall change, any additional costs for such design Improvement Allowance and construction in excess the portion of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be which Tenant has paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionhas been fully disbursed, Tenant shall make payments for such additional pay all costs out of its own fundscompleting the Tenant Improvements directly to all applicable service and materials providers, but provided that Tenant shall continue to provide Landlord with the documents described Allowance Documentation in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 accordance with the terms of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) "CONTRACT"), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in SECTIONS 2. 2.1.1 THROUGH 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount”"FINAL COSTS"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount (the "OVER-ALLOWANCE AMOUNT") equal to the Over-difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance Amount(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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items SECTIONS 2.2.2.1 (i), (ii), (iii) and AND (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the "Over-Allowance Amount”) by which the Final Costs exceed 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or and, in any event, prior to the commencement of the construction of such changes, or, at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by Notwithstanding anything above to the contrary, if upon Tenant’s delivery of the Final Costs Statement to Landlord, the Over-Allowance Amount shall is determined to be deemed greater than an amount equal to twenty-five percent (25%) of the Tenant Improvement Allowance (the "Over-Allowance Cap”), then Landlord, in Landlord’s property under sole discretion, shall have the terms right to require that Tenant revise the Approved Working Drawings and/or any other Construction Drawings (and resubmit the same to Landlord for Landlord’s approval) to reduce the Over-Allowance Amount to an amount less than the Over-Allowance Cap and Landlord may refuse to disburse any portion of the LeaseTenant Improvement Allowance and/or approve any changes to the Construction Drawings, until such revisions to the Approved Working Drawings and/or any other Construction Drawings are made by Tenant and approved by Landlord.

Construction Contract; Cost Budget. Prior to Tenant's ------------------------------------- execution of a the construction contractcontract with the Contractor, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) contract to Landlord for its approval, which approval shall not unreasonably be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant ImprovementsImprovements on each floor, and in each instance after Tenant has accepted all bids and proposals for the Tenant ImprovementsImprovements for a floor of the Premises, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to Improvements, which may, at Tenant's election, be performed by or at the direction of Tenant or the Contractor on a floor-by-floor basis (the “Construction Budget”"FINAL COSTS"). The term "OVER-ALLOWANCE AMOUNT" shall mean the difference between (i) the Final Costs for the Premises, and (ii) the amount of the Tenant Improvement Allowance. Tenant shall be required to pay the Over-Allowance Amount on a pro rata basis throughout the course of construction of the Tenant Improvements. By way of example only, and not as a limitation upon the foregoing, if the total cost of the Tenant Improvement Allowance Items equals Thirty and 60/100 Dollars ($30.60) per rentable square foot of the Premises, the Over-Allowance Amount shall be Five and 10/100 Dollars ($5.10) per rentable square foot (i.e., the Final Costs less the Twenty-Five and 50/100 Dollars ($25.50) per rentable square foot Tenant Improvement EXHIBIT C - Page 11 TISHMAN WARNER CENTER VENTURE, LLC [20th Century Industries; 6303 Owensmouth] Allowance), which costs and Tenant shall include, but not be limited to, the costs pay one-fifth (1/5ths) of the Architect’s amount of each invoice net of retention. In the event that after the Final Costs are determined, and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget such Final Costs exceed the amount of the Tenant Improvement Allowance is referred allocated to herein such space as the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsdescribed above, then prior any revisions, changes or substitutions shall be made to the commencement of construction of Construction Drawings or the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be Improvements pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 provisions of this Tenant Work Letter, aboveany additional costs (net of retention) reasonably attributable to such revisions, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount changes or substitutions shall be deemed Landlord’s property under the terms of the Leasepaid by Tenant.

Construction Contract; Cost Budget. Prior to execution commencement of a construction contractconstruction, Tenant shall submit a copy of the proposed executed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. EXHIBIT B PARK PLACE AT BAY XXXXXXX ZS Pharma, Inc. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, 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 total costs set forth in the Construction Budget (after deducting from the total costs any amounts expended in connection with the preparation of the Construction Documents, and the cost of all other Tenant Improvement Allowance items incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount. The Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs the Over-Allowance Payments shall be paid by Tenant to Landlord recalculated in accordance with the terms of the immediately as an addition to preceding sentence. In connection with any payment of the Over-Allowance Amount or at Landlord’s optionmade by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), ) through (ii), (iii) and (ivv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.11, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs form a basis for the amount of the Contract (the "Final Costs"). Prior to Tenant's first delivery of Allowance Documentation, Tenant shall includepay to Landlord fifty percent (50%) of the "Over-Allowance Amount," as that term is defined, but below; provided that if the Over-Allowance Amount is less than Fifteen and No/100 Dollars ($15.00) per usable square foot of the Premises, then Tenant shall not be limited toobligated to pay such amount to Landlord but shall, at Tenant's election, pay all costs of completing the Tenant Improvements directly to all applicable service and materials providers, provided that Tenant shall continue to provide Landlord with the Allowance Documentation in accordance with the terms of this Tenant Work Letter. For purposes of this Section 4.2.1, the costs "Over-Allowance Amount" shall be equal to the difference between the amount of the Architect’s Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of After the Tenant Improvements shall change, any additional costs for such design Improvement Allowance and construction in excess the portion of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be which Tenant has paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionhas been fully disbursed, Tenant shall make payments for such additional pay all costs out of its own fundscompleting the Tenant Improvements directly to all applicable service and materials providers, but provided that Tenant shall continue to provide Landlord with the documents described Allowance Documentation in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 accordance with the terms of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Suite 201 Third Expansion Space Improvements, and after Tenant has accepted all bids and proposals for the Tenant Suite 201 Third Expansion Space Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Suite 201 Third Expansion Space Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Suite 201 Third Expansion Space Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) by which the Final Costs exceed the Suite 201 Third Expansion Space 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 Suite 201 Third Expansion Space Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Suite 201 Third Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Suite 201 Third Expansion Space Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Suite 201 Third Expansion Space Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetSuite 201 Third Expansion Space Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or and, in any event, prior to the commencement of the construction of such changes, or, at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be be-pursuant to the same procedure as the Tenant Improvement AllowanceAllowance as outlined in Section 2.2 of this Tenant Work Letter. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Section 2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of The Contract shall provide for a guaranteed maximum price or a stipulated sum as the Contract contract amount and shall be fully executed and delivered by Tenant and Contractor prior to the commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the "Final Costs Statement"), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply ACTIVE/117699601.1 Landlord with cash in an amount equal to (the "Over-Allowance Amount") by which the Final Costs exceed 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or and, in any event, prior to the commencement of the construction of such changes, or, at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor under a contract reasonably approved by Landlord (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetAnticipated Costs”), which costs shall include, but not be limited to, . In the costs of event that the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed Anticipated Costs are greater than the amount of the Tenant Improvement Allowance is referred to herein as (the “Over Anticipated Over-Allowance Amount”. In ), then, Tenant shall pay a percentage of each amount requested by the event that an Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage (the “Percentage”) shall be equal to the Anticipated Over-Allowance Amount existsdivided by the amount of the Anticipated Costs (after deducting from the Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Tenant Improvements incurred prior to the commencement of construction of the Tenant Improvements), 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 (the “Tenant Improvement Allowance Payments”). After the initial determination of the Anticipated Costs, Tenant shall supply advise Landlord with cash in an amount equal from time to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and time as such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Tenant Improvements shall changeotherwise change and the Anticipated Over-Allowance Amount, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs Payments shall be paid adjusted such that the Tenant Improvement Allowance Payments by Tenant to Landlord immediately as an addition to and the Over-Allowance Amount or at Landlord’s option, Payments by Tenant shall make payments for such additional costs out accurately reflect the then-current amount of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseAnticipated Costs.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the "Over-Allowance Amount") by which the Final Costs exceed 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or and, in any event, prior to the commencement of the construction of such changes, or, at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a the construction contractagreement and related general conditions for any Project of Tenant Improvements in the Initial Premises with the applicable Contractor (the "Construction Agreement" for such Project), Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) Construction Agreement to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution Landlord’s failure to approve or reasonably disapprove (with reasons specified) of the Contract and prior to commencement of construction, such proposed Construction Agreement within five (5) business days following receipt thereof from Tenant shall provide Landlord with a fully executed copy of the Contract for be deemed Landlord’s records. Prior to the commencement of the construction of the Tenant Improvementsapproval thereof, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant provided that such Construction Agreement shall provide Landlord with include a reasonably-detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with for the design and Tenant Improvement Allowance Items of the applicable Tenant Improvements (the "List of Final Costs"). The work of construction of the Tenant Improvements to of each Project will be performed by or at on an open book basis, with Landlord having access to all information relating to bidding and pricing for the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount cost of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”Items included in such Tenant Improvements. In the event that an Over-Allowance Amount exists, then prior Notwithstanding anything to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs contrary set forth elsewhere in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work LetterLetter or this Lease, above, for Landlord’s approval, prior to Tenant paying such costs. All will not commence construction of any Project of Tenant Improvements paid pursuant to this Tenant Work Letter until (a) Landlord has approved (or is deemed to have approved) the applicable Construction Agreement, (b) Landlord shall have approved in writing the construction budget for by the Over-Allowance Amount applicable Project (the "Approved Tenant Budget" of such Project), which approval shall not be deemed Landlord’s property under unreasonably withheld, conditioned or delayed, (c) Tenant has procured and delivered to Landlord a copy of all Permits required for the terms applicable Existing Premises Work, and (d) Tenant has provided Landlord with certificates of insurance from the Lease.applicable Contractor and the other Tenant's Agents performing the Existing Premises Work of such Project at the Project Site satisfying the requirements of Section 5.2.2.3

Construction Contract; Cost Budget. Landlord has approved the Standard Form of Agreement Between Owner and Contractor where the basis for payment is a Stipulated Sum, dated July 24, 2020, which identified Landlord as the “Owner” (the “Landlord Approved Form of Construction Contract”). The form AIA Stipulated Sum contract is also a Landlord Approved Form of Construction Contract provided it contains the lien release forms, insurance provisions and Rider Exhibit B from the July 24th Landlord Approved Form of Construction Contract. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Construction Contract”) ), Tenant shall submit any modifications to the Landlord Approved Form of Construction Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of The Construction Contract shall provide for a guaranteed maximum price or a stipulated sum as the Contract contract amount and shall be fully executed and delivered by Tenant and Contractor prior to the commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Construction Contract (the “Final Costs”). Tenant agrees that Tenant shall be solely responsible for payment of the amount (the “Over-Allowance Amount”) by which the Final Costs exceed the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements). If the Tenant is not the initially-named Tenant in the Amendment, Tenant shall supply be obligated to provide Landlord with evidence that Tenant has cash in an amount equal on hand sufficient to pay the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, reasonably approved by Landlord (collectively, the "Contract"). If Landlord has not notified Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which Landlord's approval shall not be unreasonably withheld, conditioned or delayed. Following execution disapproval of the Contract within five (5) business days after Landlord's receipt of a request therefor from Tenant, then Tenant may deliver an Approval Notice to Landlord, and prior to commencement if Landlord does not notify Tenant of construction, Tenant shall provide Landlord with a fully executed copy such approval or disapproval within two (2) business days following receipt of the Contract for Landlord’s recordsApproval Notice, then Landlord shall be deemed to have approved the submitted Contract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”"Final Costs"), which costs shall include, but not be limited to, Final Costs form a basis for the estimated total costs of the Architect’s and Engineers’ fees and work of the Landlord Coordination FeeTenant Improvement project (the "Final Budget"). The amount, if any, by which the total costs Final Costs set forth in the Construction Final Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “"Over Allowance Amount”". In the event that an Over-there is any Over Allowance Amount exists, then prior to the commencement of construction of the Tenant ImprovementsAmount, Tenant shall supply pay to Landlord with cash in an within three (3) business days following demand therefor, a fraction of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, which fraction shall be equal to the Over-Allowance Amount. The Amount divided by the amount of the Final Budget (each such payment hereunder being referred to as an "Over-Allowance Amount Payment"). Tenant shall be disbursed by Landlord make the Over-Allowance Payments prior to the Landlord's applicable disbursement of any of the then remaining portion of from the Tenant Improvement Allowance, and such disbursement Tenant's failure to make any Over-Allowance Payment as and when required hereunder shall be pursuant to the same procedure as the constitute a default by Tenant Improvement Allowanceunder this Work Letter. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget Final Costs, shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid payable by Tenant to Landlord immediately as an addition to the in Over-Allowance Amount Payments as provided for hereinabove. Upon Substantial Completion of the Tenant Improvements, the parties shall perform a reconciliation to determine if Tenant has overpaid or at Landlord’s optionunderpaid its pro rata share of the Final Costs of the completed Tenant Improvements. If Tenant has underpaid, it shall pay the amount underpaid to Landlord within ten (10) business days of the reconciliation of the Final Costs of the Tenant Improvements, and if Tenant has overpaid, Landlord shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior pay to Tenant paying such coststhe amount overpaid within ten (10) business days of the final reconciliation of the Final Costs of the Tenant Improvements. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s 's property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a the construction contractcontract and general conditions with Tenant’s Contractor (collectively, the “Contract”), Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed; if Landlord fails to respond to such submission within five (5) business days, Landlord will be deemed to have approved the Contract. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the final Contract for Landlord’s recordsupon request. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10 of this Work Letter above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Tenant’s Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Final Costs”). Prior to the commencement of construction of the Tenant Improvements (as determined on a Building by Building basis), Landlord and Tenant shall determine the amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and the amount of the Landlord Contribution (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). In Tenant shall pay a percentage of each amount requested by the event Tenant’s Contractor or otherwise to be disbursed under this Work Letter, which percentage shall be equal to the percentage that an the Over-Allowance Amount existsbears to the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Landlord Contribution Items incurred prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance). In the event that, after the total costs set forth in Final Costs for a portion of the Construction Budget Premises have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements in such portion of the Premises shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget Final Costs shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs the Over-Allowance Payments shall be paid by Tenant to Landlord recalculated in accordance with the terms of the immediately as an addition to preceding sentence. In connection with any payment of the Over-Allowance Amount or at Landlord’s optionbe made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s reasonable approval, prior to Tenant paying such costs. All Notwithstanding anything set forth in this Work Letter to the contrary, construction of the Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms in any portion of the LeasePremises shall not commence until (a) Landlord has approved (or has been deemed to have approved) the Contract, and (b) except as set forth herein, Tenant has procured and delivered to Landlord a copy of all Permits for the applicable Tenant Improvements (provided that Landlord acknowledges that in certain circumstances, the governmental authority responsible for issuing a Permit for certain components of work does not issue such permit on a “formal” basis until substantially after such work has commenced).

Construction Contract; Cost Budget. Prior to execution of a Tenant hereby agrees that Tenant's construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the and general conditions with Contractor (the “"Contract”") shall contain commercially reasonably warranties and indemnifications that inure to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records's benefit. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.13, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an identify the amount equal to (the "Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior ") equal to the disbursement of any difference between the amount of the then remaining portion Final Costs and the amount of the Tenant Improvement AllowanceAllowance (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). 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 thirty percent (30%) of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, and such disbursement payments by Tenant (the "Over-Allowance Payments") shall be pursuant a condition to the same procedure as Landlord's obligation to pay any amounts from the Tenant Improvement Allowance. In Landlord shall pay seventy percent (70%) of each amount requested by the event thatContractor or otherwise to be disbursed under this Tenant Work Letter, after until the total costs set forth in Tenant Improvement Allowance has been paid. Once the Construction Budget have entire Tenant Improvement Allowance has been delivered paid by Tenant to Landlord, Tenant shall thereafter pay one hundred percent (100%) of each amount requested by the costs relating Contractor or otherwise to the design and construction be disbursed under this Tenant Work Letter. In connection with any payment of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid made by Tenant pursuant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionthis Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements paid shall not commence until (a) Landlord has approved the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all Permits for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Leaseapplicable Tenant Improvements.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approvalapproval with regard to proper insurance and licensing requirements, and which approval shall not be unreasonably withheld, conditioned or delayed. Following execution delayed by more than five (5) business days after Landlord’s receipt of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsContract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, . In the costs of event that the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed Final Costs are greater than the amount of the Tenant Improvement Allowance is referred to herein as (the “Over Over-Allowance Amount”. In the event that an Over-Allowance Amount exists), then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under the Work Letter, which percentage shall be equal to the Over-Allowance Amount. The Amount divided by the amount of the Final Costs, and such payments by Tenant (the “Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have breakdown of Final Costs has been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary for such design and construction in excess of the total costs set forth in the Construction Budget Final Costs shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs the Over-Allowance Payments shall be paid by Tenant to Landlord recalculated in accordance with the terms of the immediately as an addition to preceding sentence. In connection with any payment of the Over-Allowance Amount or at Landlord’s optionmade by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above. Notwithstanding anything set forth in the Work Letter to the contrary, (i) in no event shall Landlord be responsible for Landlord’s approvalcosts in excess of the Tenant Improvement Allowance, prior to Tenant paying such costs. All and (ii) construction of the Tenant Improvements paid shall not commence until (a) Landlord has approved (or deemed to have approved) the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all permits for by the Over-Allowance Amount applicable Tenant Improvements. Tenant shall be deemed Landlord’s property under responsible for all costs incurred in connection with the terms construction of the LeaseTenant Improvements in excess of the Tenant Improvement Allowance; provided that Tenant shall continue to provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iv) of this Work Letter.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution Landlord shall, within five (5) business days of receipt of the Contract, deliver a notice to Tenant of Landlord’s approval or disapproval of the Contract. If Landlord fails to approve or disapprove of the Contract and prior within the period set forth above, Landlord shall be deemed to commencement of construction, Tenant shall provide Landlord with a fully executed copy of have approved the Contract for Landlord’s recordsapplicable Contract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.7, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, Tenant shall submit a copy of reasonably approved by Landlord (collectively, the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “"Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records"). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the estimated total costs of the Architect’s and Engineers’ fees and work of the Landlord Coordination FeeTenant Improvement project (the "Final Costs"). The amount, if any, by which difference between the total costs set forth in amount of the Construction Budget exceed Final Costs and the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal ) is referred to herein as the "Over-Allowance Amount". The Over-Allowance Amount shall be disbursed paid by Landlord prior to Tenant out of its own funds following the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease../ -/// -7- [Third Amendment] [Arcus Biosciences, Inc.]

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) by which the Final Costs exceed 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or and, in any event, prior to the commencement of the construction of such changes, or, at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution commencement of a construction contractconstruction, Tenant shall submit a copy of the proposed executed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) ), to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with (i) a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In Tenant shall be responsible to pay a percentage of each disbursement under this Tenant Work Letter, which percentage (the event that an “Over-Allowance Amount exists, then prior Percentage”) shall be equal to the commencement amount of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed , divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceConstruction Budget, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as Landlord’s obligation to pay any amounts of the Tenant Improvement Allowance. In the event that, that after the total costs set forth in the Construction Budget have has been delivered by Tenant to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction be in excess of the total costs estimated amounts as set forth in the Construction Budget shall be added to and the Over-Allowance Amount and the total costs set forth in the Construction BudgetAmount, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under re-calculated by Tenant and approved by Landlord and the terms respective payments made by Landlord and Tenant as of the Leasedate of such re-calculation shall be reconciled and adjusted based on such re-calculation and payment of any difference owed by one party to the to the other based on such reconciliation shall be made within five (5) business days of the approval of such reconciliation.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvementsunder an Stipulated Sum Agreement accompanied by Landlord’s standard General Conditions (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed). Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsupon request. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8 of this Tenant Work Letter above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply inform Landlord with cash in an of 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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). Tenant shall be responsible to pay a percentage of each disbursement under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed , divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceFinal Costs, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as Landlord’s obligation to pay any further amounts of the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs directly out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All If after the completion of the Tenant Improvements paid for by Improvements, it is determined that Tenant has overpaid the Over-Allowance Amount Amount, Landlord shall be deemed Landlordat Tenant's option, credit such overpayment to Tenant within ten (10) business days of such determination or apply such overpayment to Tenant’s property under first (and subsequent if needed) Base Monthly Rent. Notwithstanding anything set forth in this Tenant Work Letter to the terms contrary, construction of the LeaseTenant Improvements shall not commence until (a) Landlord has approved the Contract, (b) Tenant has procured and delivered to Landlord a copy of all Permits, and (c) Tenant has delivered to Landlord the Over-Allowance Amount.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvementspursuant to a mutually approved contract form (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an determine the amount equal (the “Over-Allowance Amount”) by which the Final Costs exceed the Tenant Improvement Allowance. Tenant will also determine the ratio of the Over-Allowance Amount to the Improvement Allowance (e.g., if the Over-Allowance Amount were to be Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500.00), the ratio would be twenty percent (20%) Over-Allowance Amount and eighty percent (80%) Tenant Improvement Allowance). The ratio applicable to the Over-Allowance Amount may be referred to herein as “Tenant’s Ratio”) and the ratio applicable to the Tenant Improvement Allowance may be referred to herein as “Landlord’s Ratio.” Tenant’s determination of the Over-Allowance Amount, Tenant’s Ratio and Landlord’s Ratio are subject to Landlord’s reasonable approval. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowancein accordance with Section 2.2 above. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvementsreasonably approved by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant ImprovementsImprovements (or a phase thereof, as the case may be), and after Tenant has accepted all bids and proposals for the Tenant ImprovementsImprovements (or a phase thereof, as the case may be), Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final good faith estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the applicable phase of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the estimated total costs of the work of the applicable phase of the Tenant Improvement project (the “Construction Estimated Budget”), which costs shall include, but not be limited to, . The difference between the costs amount of the Architect’s Estimated Budget and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed 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) is referred to herein as the “Over Over-Allowance Amount”. In the event that an Over-Allowance Amount existsexists in connection with any particular construction project involving the construction of the Improvements, then Tenant shall pay a percentage of each amount requested by Contractor or otherwise disbursed under this Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Estimated Budget (after deducting from the Estimated Budget any amounts expended in connection with the preparation of the Construction Drawings, and the cost of other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements, ) and such payments by Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount. The Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Estimated Budget have has been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth Estimated Budget, shall be in accordance with the terms of the immediately preceding sentence and the amounts to be disbursed by Landlord pursuant to the terms of this Work Letter thereafter shall be accordingly adjusted so that Landlord’s disbursements in the Construction Budget shall be added aggregate pursuant to the terms of this Work Letter and Tenant’s Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition Payments are each proportionate to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costsadjusted Estimated Budget. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvementsreasonably approved by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the estimated total costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount work of the Tenant Improvement Allowance is referred to herein as project (the “Over Allowance AmountFinal Budget”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant ImprovementsImprovements for any floor or Phase of the Premises, a copy of its construction contract with Contractor (the "Contract") shall be delivered to Landlord, which Contract shall include commercially reasonable warranties, guarantees, indemnities, insurance provisions, and representations and warranties applicable to the Contractor covering all work performed by Contractor and its subcontractors and shall also include at least a ten percent (10%) final retention. In addition, prior to the commencement of the construction of the Improvements for any floor or Phase of the Premises, and after Tenant has accepted all bids and proposals for the Tenant ImprovementsImprovements for such floor or Phase of the Premises, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.11, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the TI Contractor (for such floor or Phase of the “Construction Budget”)Premises, which costs shall include, but not be limited to, form a basis for the costs amount of the Architect’s and Engineers’ fees and construction contract for the Landlord Coordination FeeImprovements for such floor of the Premises (the "Final Costs"). The amount, if any, by which In the total costs set forth in event that the Construction Budget Final Costs exceed the amount of the Tenant Improvement Allowance is referred to herein remaining as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to of the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an pay (or have previously paid the TI Contractor) a fraction of each amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior pursuant to the disbursement terms of any this Work Letter, the numerator of which fraction shall equal the excess of the Final Costs over the then remaining portion of the Tenant Improvement Allowance, and the denominator of which fraction shall equal the Final Costs, and such disbursement payment by Tenant shall be pursuant a condition to Landlord's obligation to pay any amounts of the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of then the total costs set forth in the Construction Budget Final Costs shall be added to the Over-Allowance Amount and the total costs set forth recalculated in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord accordance with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Leaseimmediately preceding sentence, and the 720213.12/XXX000000-00005/4-9-14/mem/ejw EXHIBIT B-21- amounts to be disbursed by Landlord pursuant to the terms of this Work Letter thereafter shall be accordingly adjusted so that Landlord's disbursements in the aggregate pursuant to the terms of this Work Letter and Tenant's payments are each proportionate to the adjusted Final Costs.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”), which Contract shall include a contingency of no less than ten percent (10%) of the total amount of the Contract (the “Contract Price”), Tenant shall submit the Contract to Landlord for its review and reasonable approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with for its review and approval, which approval shall not be unreasonably withheld, with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, in connection with the design and construction of the Tenant Improvements to be performed by or at (which costs form the direction of Tenant or basis for the Contractor Contract Price (the “Construction BudgetBudget Estimate”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee). The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) by which the Budget Estimate exceeds 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then then-remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have Estimate has been delivered by Tenant to Landlordlandlord, the costs relating to the design and and/or construction of the Tenant Improvements shall changeincrease, any additional costs for such design and construction increase in excess of the total costs set forth in the Construction Budget shall be added Estimate shall, to the Over-Allowance Amount and extent it exceeds the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at within ten (10) days after Tenant’s receipt of an invoice therefor and, in any event, prior to the commencement of the construction of such changes. At Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (iiSections 2.2.2.1(ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvementsunder an AIA A101 Stipulated Sum Agreement (1997 Version) accompanied by Landlord’s standard AIA A201 General Conditions (1997 Version) as modified by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.7, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, . In the costs of event that the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed Final Costs are greater than the amount of the Tenant Improvement Allowance is referred to herein as (the “Over Over-Allowance Amount”. In ), then Tenant shall pay a percentage of each amount requested by the event that an Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount existsdivided by the amount of the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount. The Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget Final Costs, shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs the Over-Allowance Payments shall be paid by Tenant to Landlord recalculated in accordance with the terms of the immediately as an addition to preceding sentence. In connection with any payment of the Over-Allowance Amount or at Landlord’s optionmade by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”"), Tenant shall submit the Contract (including Contractor's proposal and all exhibits and back-up documentation associated with such Contract) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated anticipated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”"Anticipated Costs"), which costs shall include, but not be limited to, . Prior to the costs commencement of construction of the Architect’s and Engineers’ fees and Improvements, Tenant shall identify the Landlord Coordination Fee. The amount, if any, by which amount equal to the total costs set forth in the Construction Budget exceed difference between the amount of the Tenant Anticipated Costs and the amount of the Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). In the event that an the Anticipated Costs are greater than the amount of the Improvement Allowance (the "Anticipated Over-Allowance Amount"), then Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter, which percentage (the "Percentage") shall be equal to the Anticipated Over-Allowance Amount existsdivided by the amount of the Anticipated Costs (after deducting from the Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant Improvements(the "Over-Allowance Payments") shall be a condition to Landlord's obligation to pay any amounts from the Improvement Allowance (the "Improvement Allowance Payments"). After Tenant's initial determination of the Anticipated Costs, Tenant shall supply advise Landlord with cash in an amount equal from time to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and time as such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Improvements otherwise change and the Anticipated Over-Allowance Amount, and the Over-Allowance Payments shall be adjusted such that the Improvement Allowance Payments by Landlord and the Over-Allowance Payments by Tenant Improvements shall changeaccurately reflect the then-current amount of Anticipated Costs. Notwithstanding the foregoing content of this Section 4.2.1, Landlord may elect, at its sole option, from time to time, to adjust the Percentage in order to increase the amount(s) of the Improvement Allowance Payments (and thereby reduce the amount(s) of the Over-Allowance Payments paid in connection therewith), provided, that Landlord shall not be required to make any additional costs for such design and construction payments in excess of the total costs set forth Improvement Allowance, and any such adjustment in the Construction Budget Percentage shall be added to reconciled in later disbursements of the Improvement Allowance Payments and the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Payments. In connection with any Over-Allowance Amount or at Landlord’s optionPayments made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), and (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by Notwithstanding anything set forth in this Work Letter to the Over-Allowance Amount shall be deemed Landlord’s property under contrary, but subject to the terms last sentence of Section 3.4 above, construction of the Lease.Improvements shall not commence until (a) Landlord has approved the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all Permits for the applicable Improvements. 738132.04/XXX000000-00001/6-26-15/alf/alf EXHIBIT X-00- 000 XXXXXXX[Dropbox, Inc.]

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed construction contract with the Contractor for the construction of the Tenant Improvements, including the and general conditions with Contractor (the “"Contract”) "), as well as copies of Tenant's contracts with all other Tenant's Agents, to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s 's records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply inform Landlord of 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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). Tenant shall be responsible to make payments in connection with cash each disbursement (for this purpose disbursement means the amount to be disbursed from the Tenant Improvement Allowance plus the amount to be paid by Tenant) under this Tenant Work Letter (the "Over-Allowance Payments"), in an amount equal to the Over-Allowance Amount. The percentage of such disbursement obtained by dividing the Over-Allowance Amount shall be disbursed by Landlord prior to the amount of the Final Costs and multiplying such quotient by the total amount of the disbursement of any of the then remaining portion of the Tenant Improvement Allowancerequest, and such disbursement Over-Allowance Payment by Tenant shall be pursuant a condition to the same procedure as Landlord's obligation to pay any further amounts of the Tenant Improvement Allowance. In no event shall the percentage of total Tenant Improvement Allowance disbursed exceed the percentage of work completed as shown on the TI Contractor's payment application for which reimbursement is being requested. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, that the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction be in excess of the total costs estimated amount as set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and any such additional costs excess shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by shall provide Landlord with updated construction schedules and budgets on a regular basis during the Over-Allowance Amount shall be deemed Landlord’s property under the terms course of construction of the LeaseTenant Improvements, and in any event within fifteen (15) days after request by Landlord. In no event shall Tenant or the TI Contractor be required to obtain a payment or performance bond in connection with the Tenant Improvements.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the under an AIA A101 Stipulated Sum Agreement (1997 Electronic Version) accompanied by Landlord’s standard AIA A201 General Conditions (1997 Version) as modified by Landlord, or reasonably similar construction of the Tenant Improvementscontracts (collectively, including the general conditions with Contractor (the “Contract”). At least fifteen (15) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and business days prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In Concurrently with Tenant’s payment to the event that an Contractor of the amount disbursed by Landlord to Tenant pursuant to Section 2.2.2.1 of this Work Letter Agreement, Tenant shall pay the Contractor, Tenant’s pro-rata share of the total amount then due and owing to the Contractor (which pro-rata share shall equal a fraction, the numerator of which shall equal the “Over-Allowance Amount existsAmount,” as that term is defined below, then prior and the denominator of which shall equal the Final Costs), and such payment by Tenant shall be a condition to Landlord’s obligation to pay any additional/future portions of the Improvement Allowance pursuant to the terms and conditions of Section 2.2, above. The “Over-Allowance Amount” shall be equal to the difference between the amount of the Final Costs and the amount of the 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 supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance). In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work LetterLetter Agreement, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited toform a basis for the amount of the Contract (the "Final Costs"). For purposes of this Lease, the costs "Over-Allowance Amount" shall equal the difference between the amount of the Architect’s Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, ). Tenant shall supply pay, immediately upon written notice from Landlord, a percentage of each amount disbursed by Landlord with cash in an amount to the Contractor or otherwise disbursed under the Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceFinal Costs, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as Landlord's obligation to pay any amounts of the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget Final Costs, shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 purposes of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseSection 4.2.1.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the "Final Costs Statement"), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design design, permitting and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to fifty percent (50%) of the amount (the "Over-Allowance Amount") by which the Final Costs exceed 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event thatIf, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design design, permitting and construction of the Tenant Improvements shall change, there are any additional costs for necessary to such design design, permitting and construction in excess of the total costs set forth in Final Costs that exceed the Construction Budget remaining balance of the Tenant Improvement Allowance, then Tenant shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant pay to Landlord immediately half of such excess as an addition to the Over-Allowance Amount or within three (3) business days after Tenant's receipt of invoice therefor from Landlord and, in any event, prior to the commencement of the construction of such changes, or, at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Suite 100 Second Expansion Space Improvements, and after Tenant has accepted all bids and proposals for the Tenant Suite 100 Second Expansion Space Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Suite 100 Second Expansion Space Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Suite 100 Second Expansion Space Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) by which the Final Costs exceed the Suite 100 Second Expansion Space 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 Suite 100 Second Expansion Space Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Suite 100 Second Expansion Space Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Suite 100 Second Expansion Space Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Suite 100 Second Expansion Space Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetSuite 100 Second Expansion Space Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or and, in any event, prior to the commencement of the construction of such changes, or, at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction), Tenant shall provide submit the Contract to Landlord. Notwithstanding that the Contract may be reviewed by Landlord with a fully executed copy or its consultants, such review shall be for the Landlord’s sole purpose and shall not imply Landlord’s review of the Contract for Landlord’s recordssame or obligate Landlord to review the same, and Landlord shall have no liability whatsoever in connection with such Contract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, . In the costs of event that the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed Final Costs are greater than the amount of the Tenant Improvement Allowance is referred to herein as (the “Over Over-Allowance Amount”. In ), then Tenant shall pay a percentage of each amount requested by the event that an Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount existsdivided by the amount of the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount. The Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget Final Costs, shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount Payments shall be deemed Landlord’s property under recalculated in accordance with the terms of the Leaseimmediately preceding sentence. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a) Landlord has approved the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all Permits.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor under a contract reasonably approved by Landlord (the “"Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records"). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the costs amount of the Architect’s and Engineers’ fees and Contract (the Landlord Coordination Fee"Anticipated Costs"). The amount, if any, by which In the total costs set forth in event that the Construction Budget exceed Anticipated Costs are greater than the amount of the Tenant Improvement Allowance is referred to herein as (the “Over "Anticipated Over-Allowance Amount”. In "), then, Tenant shall pay a percentage of each amount requested by the event that an Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage (the "Percentage") shall be equal to the Anticipated Over-Allowance Amount existsdivided by the amount of the Anticipated Costs (after deducting from the Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Tenant Improvements incurred prior to the commencement of construction of the Tenant Improvements), 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 (the "Tenant Improvement Allowance Payments"). After the initial determination of the Anticipated Costs, Tenant shall supply advise Landlord with cash in an amount equal from time to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and time as such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Tenant Improvements shall changeotherwise change and the Anticipated Over-Allowance Amount, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs Payments shall be paid adjusted such that the Tenant Improvement Allowance Payments by Tenant to Landlord immediately as an addition to and the Over-Allowance Amount or at Landlord’s option, Payments by Tenant shall make payments for such additional costs out accurately reflect the then-current amount of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseAnticipated Costs.

Construction Contract; Cost Budget. Prior to execution of a construction contract, 4.2.1.1 Tenant shall submit deliver to Landlord a copy of the proposed construction contract with the Contractor for the construction of the Tenant Improvements, including the and general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following promptly after execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. thereof. 4.2.1.2 Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated 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 Tenant Improvements to be performed by or at amount of the direction of Tenant or the Contractor construction contract with Tenant’s contractor (the “Construction BudgetFinal Costs”). Prior to the commencement of construction of Tenant Improvements, which costs Tenant shall include, but not be limited to, identify the costs amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Architect’s and Engineers’ fees Final Costs and the Landlord Coordination Feeamount of the Tenant Improvement Allowance. The amount, if any, by which In the total costs set forth in event that the Construction Budget exceed Final Costs are greater than the amount of the Tenant Improvement Allowance is referred to herein as (the “Over Over-Allowance Amount”. In the event that an Over-Allowance Amount exists), then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an 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. The Amount divided by the amount of the Final Costs, and such payments by Tenant (the “Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget Final Costs shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs the Over-Allowance Payments shall be paid by Tenant to Landlord recalculated in accordance with the terms of the immediately as an addition to preceding sentence. In connection with any payment of the Over-Allowance Amount or at Landlord’s optionmade by Tenant pursuant to this Section 4, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), . (ii), . (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, abovebelow, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements pursuant to the Approved Working Drawings to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, used by Landlord to determine the final costs of the Architect’s and Engineers’ fees and construction of the Landlord Coordination FeeTenant Improvements (the "Final Costs"). The amount, if any, by which the total costs set forth in the Construction Budget exceed If the amount of the Final Costs is greater than the amount of the remaining Tenant Improvement Allowance is referred to herein as (after excluding the “Over amount of such allowance expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Amount”. In the event that an Over-Allowance Amount exists, then Items incurred prior to the commencement of construction of the Tenant Improvements, ) (the "Over-Allowance Amount") then Tenant shall supply pay a percentage of each amount disbursed by Landlord with cash in an amount to the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount. The Amount divided by the amount of the Final Costs, and such payment by Tenant ("Over-Allowance Amount Payment") shall be disbursed by Landlord prior a condition to the disbursement Landlord's obligation to pay any amounts of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after Landlord's determination of the total costs set forth in the Construction Budget have Final Costs has been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction increase to an amount in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionImprovement Allowance, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by To the extent that the aggregate amount of Over- Allowance Payments exceeds the Over-Allowance Amount (the "Refund Amount"), then Landlord shall be deemed Landlord’s property under refund to Tenant the terms amount of the Leaseany such Refund Amount.

Construction Contract; Cost Budget. Prior to execution of a Tenant hereby agrees that Tenant’s construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the and general conditions with Contractor (the “Contract”) shall contain commercially reasonably warranties and indemnifications that inure to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsbenefit. Prior With respect to any Tranche, prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Sections 2.2.1.1 through 2.2.1.8, above (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an identify the estimated amount equal to (the “Over-Allowance Amount”) equal to the difference, if any, between the amount of the Final Costs 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, and subject to the terms of Section 2.1 above with respect to the second (2nd) floor restrooms). The Over-If there is an Over Allowance Amount Amount, Tenant shall pay a fraction of each amount to be disbursed by Landlord prior pursuant to the disbursement terms of this Tenant Work Letter, the numerator of which fraction shall equal the Over Allowance Amount, and the denominator of which fraction shall equal the Final Costs, and such payment by Tenant shall be a condition to Landlord’s obligation to pay any of the then remaining portion amounts of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs Notwithstanding anything set forth in the Construction Budget have been delivered by this Tenant to Landlord, the costs relating Work Letter to the design and contrary, construction of the Tenant Improvements shall change, not commence in any additional costs for such design Tranche until Tenant has procured and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant delivered to Landlord immediately as an addition to a copy of all applicable building permits for the Over-Allowance Amount or at Landlord’s option, applicable Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseImprovements.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approvalapproval with regard to proper insurance and licensing requirements and any other provisions which may adversely affect Landlord or Landlord’s interest in the Project, and which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution delayed by more than five (5) business days after Landlord’s receipt of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsContract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, . Prior to the costs commencement of construction of the Architect’s Improvements, Tenant shall supply Landlord with an amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Section 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvementsreasonably approved by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the estimated total costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount work of the Tenant Improvement Allowance is referred to herein as project (the “Over Allowance AmountFinal Budget”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant EXHIBIT B -5- Xxxxxxxxx Pointe Grand Business Park [First Amendment] [KaloBios Pharmaceuticals, Inc.] Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) by which the Final Costs exceed 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. 4.2.1.1 Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayedrecord. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. . 4.2.1.2 In the event that an Over-Allowance Amount exists, 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 4885-9329-8068.6/391320.00007/5-29-24/arb/bwt EXHIBIT D -7- amount of the total costs set forth in the Construction Budget (after deducting from the total costs any amounts expended in connection with the preparation of the Construction Documents, and the cost of all other Tenant Improvement Allowance items incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant shall supply Landlord with cash in an amount equal to (the "Over-Allowance Amount. The Over-Allowance Amount Payments") shall be disbursed by Landlord prior a condition to the disbursement of Landlord's obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Payments shall be recalculated in accordance with the terms of the immediately preceding sentence. Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) (iv), and (ivv) of Section 2.2.2.1 Paragraph 2.3.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s 's property under the terms of the Lease after the expiration or earlier termination of the Lease.

Construction Contract; Cost Budget. Prior to Within (5) five days after Tenant’s execution of a the construction contract, Tenant shall submit a copy of the proposed contract with Contractor (the Contractor for “Contract”), and prior to the commencement of the construction of the Tenant Improvements, including Tenant shall submit the general conditions with Contractor (the “Contract”) Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with (i) a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (which costs form a basis for the amount of the Contract) (the “Final Costs”) and (ii) a construction budget (the “Construction Budget”), the amount of which Construction Budget shall be equal to (1) the Final Costs plus (2) the other costs of design and construction of the Expansion Space or the Existing Premises, as applicable (to the extent not already included in the Final Costs), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which Tenant shall pay for its share of the total costs set forth in the Construction Budget exceed the amount cost of the Tenant Improvement Allowance is referred to herein as Improvements before the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed disbursement by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have has been delivered by Tenant to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary to pay for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid directly by Tenant to Landlord immediately as an addition to the Over-Allowance Amount Contractor or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approvalAgents, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms any further disbursement of the LeaseTenant Improvement Allowance by Landlord.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.9 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash evidence that Tenant has cash-on-hand in an amount equal to (the “Over-Allowance Amount”) by which the Final Costs exceed 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). The Tenant shall pay all costs of constructing the Tenant Improvements until the Over-Allowance Amount shall be disbursed by Landlord prior have been expended as a condition precedent to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement . Tenant shall be pursuant provide Landlord with reasonable evidence that it has paid the Over-Allowance Amount with respect to the same procedure as costs of the Tenant Improvement AllowanceImprovements, including without limitation, the documents described in Sections 2.2.2.1(i), (ii), (iii) and (iv) above. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms If after payment in full of all of the Leasecosts described in Sections 2.2. 1.1 through 2.2.1.9, above, and satisfaction of all of the conditions to disbursement of the Final Retention pursuant to

Construction Contract; Cost Budget. Prior to execution commencement of a construction contractconstruction, Tenant shall submit a copy of the proposed executed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “"Contract”") to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the costs amount of the Architect’s and Engineers’ fees and Contract (the Landlord Coordination Fee"Final Costs"). The amount, if any, by which In the total costs set forth in event that the Construction Budget exceed Final Costs are greater than the amount of the Tenant Improvement Allowance is referred to herein as (the “Over "Over-Allowance Amount”. In "), then Tenant shall pay a percentage of each amount requested by the event that an Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount existsdivided by the amount of the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant shall supply Landlord with cash in an amount equal to (the "Over-Allowance Amount. The Over-Allowance Amount Payments") shall be disbursed by Landlord prior a condition to the disbursement of Landlord's obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as additional amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget Final Costs shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionPayments shall be recalculated in accordance with the terms of the immediately preceding sentence. In connection with any Over-Allowance Payment made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and through (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Third Amendment Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Third Amendment Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Third Amendment Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately within fifteen (15) days after Landlord’s request as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease, as amended hereby.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of The Tenant shall cause the Contract and prior to commencement of construction, Tenant shall provide Landlord with include a fully executed copy of the Contract for Landlord’s recordsSpecifications. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed cost breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)"Final Costs") and within three (3) business days of receipt, which costs Landlord shall include, but not be limited to, either approve the costs Final Costs or make reasonable modifications to the calculation of the Architect’s and Engineers’ fees and the Landlord Coordination Feesuch Final Costs. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as the “Over Allowance Amount”. In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the "Over-Allowance Amount") equal to the difference between the Final Costs and the Tenant Improvement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be Allowance pursuant to the same procedure as the disbursement of the Tenant Improvement Allowance. In the event that, that after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs Final Costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseAmount.

Construction Contract; Cost Budget. Prior The Contractor shall be retained pursuant to execution of a construction contract, Tenant shall submit a copy of Guaranteed Maximum (GMAX) contract prepared based on the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract AIA Document A133-2009 and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy A201 – 2007 General Conditions of the Contract for Construction, with modifications mutually and reasonably agreed upon by Tenant, Contractor and Landlord’s records) (the “Construction Contract”), and subject to the terms of Section 4.4 below. Landlord acknowledges that it has approved a substantially complete draft of the Construction Contract in the form existing as of the Effective Date. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1 through 2.2.9 of this Tenant Work Letter above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as the Construction Contract (“Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash 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 Landlord, or in an the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). 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. The Amount divided by the amount of the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), and such payments by Tenant (the “Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall changeincrease, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget Final Costs, shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs the Over-Allowance Payments shall be paid recalculated in accordance with the terms of the immediately preceding sentence. In the event that, after the Final Costs have been delivered by Tenant to Landlord immediately as an addition Landlord, the costs relating to the design and construction of the Tenant Improvements shall decrease, any such savings shall be deducted from the Over-Allowance Amount or at Landlord’s optionand the Final Costs, Tenant shall make payments for such additional costs out and, if the construction of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by is then on-going, the Over-Allowance Amount Payments shall be deemed Landlord’s property under recalculated in accordance with the terms of the Leaseimmediately preceding sentence. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a) the Construction Contract has been assigned to Landlord pursuant to Section 4.4 below, and (b) Tenant has procured and delivered to Landlord a copy of all Permits.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the under a commercially reasonable construction of the Tenant Improvements, including the general conditions with Contractor contract (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.7, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the estimated total costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount work of the Tenant Improvement Allowance is referred to herein as project (the “Over Allowance AmountFinal Budget”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply inform Landlord with cash of the amount, if any, by which the amount of the Final Budget exceeds the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in an amount the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements) (the “Over-Allowance Amount”). Tenant shall be responsible to pay a percentage of each disbursement under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed , divided by Landlord prior to the disbursement of any amount of the then remaining portion of the Tenant Improvement AllowanceFinal Budget, and such disbursement payment by Tenant shall be pursuant a condition to the same procedure as Landlord’s obligation to pay any further amounts of the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Final Budget have has been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall changeexceed, or further exceed, as applicable, the Tenant Improvement Allowance, any such additional costs necessary for such design and construction in excess of the total costs set forth in the Construction Budget Tenant Improvement Allowance, shall be added to the Over-Allowance Amount and paid by Tenant pursuant to the total costs set forth in the Construction Budget, terms of this Section 4.2.1 (provided that Landlord and Tenant shall promptly reconcile any amount owed to Landlord by Tenant as a result of such additional costs in order to effectuate the intent of this Section 4.2. 1). For the avoidance of doubt, changes in the Final Budget that do not exceed the amount of the Tenant Improvement Allowance shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at not affect Landlord’s option, responsibility to reimburse Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such non-excess costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the under an AIA A101 Stipulated Sum Agreement (2007 Version) accompanied by AIA A201 General Conditions (2007 Version) as modified by Landlord and reasonably approved by Tenant Improvements(collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”). In connection with each of Landlord’s monthly disbursements of the Improvement Allowance, Tenant shall concurrently pay a percentage of each amount disbursed by Landlord to Tenant under this Work Letter or otherwise disbursed under this Work Letter directly to the appropriate person or entity, which costs percentage shall includebe equal to the amount of the Over-Allowance Amount (as defined below) divided by the amount of the Final Costs, but not and such payment by Tenant shall be limited toa condition to Landlord’s obligation to pay any amounts of the Improvement Allowance. For purposes hereof, the costs of “Over-Allowance Amount” shall be equal to the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amountdifference, if any, by which the total costs set forth in the Construction Budget exceed between the amount of the Tenant Final Costs and the amount of the Improvement Allowance is referred to herein as plus, if applicable, the “Over Additional Allowance Amount”. In (less any portion thereof already disbursed by Landlord, or in the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance). In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, any revisions, changes or substitutions shall be made to the Final Working Drawings or the Improvements, or the costs relating to the design and construction of the Tenant Improvements shall change, the above amounts shall be adjusted as equitable to reflect any additional or reduced costs for such design and construction which arise in excess of connection therewith. In the total costs set forth in the Construction Budget shall be added event that Tenant fails to timely pay the Over-Allowance Amount and as provided in this Section 4.2.1, then Landlord may, at its option, cause the total costs set forth cessation of work in the Construction Budget, and such additional costs shall be paid by Premises until Tenant to Landlord immediately as an addition to makes payment of the applicable portion of the Over-Allowance Amount or at then due (and such failure to pay such payment shall be treated as a Tenant default in accordance with the TCCs of Section 6.4 below). Tenant shall provide Landlord with updated construction schedules and budgets on a regular basis during the course of construction of the Improvements, and in any event within fifteen (15) days after request by Landlord’s option. In connection with any Over-Allowance payments made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), and (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Contract, if any (the “Final Costs”). To the extent the Final Costs exceed the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements), Tenant shall supply Landlord with cash in an amount equal to make payments for such additional costs (the “Over-Allowance Amount”) out of its own funds, but Tenant shall provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iv) above, for Landlord’s approval, prior to Tenant paying such costs. The Over-Allowance Amount shall be disbursed paid by Landlord Tenant prior to the disbursement by Landlord of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary for such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition prior to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for commencement of the construction of such additional costs changes out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs shall include, but not be limited to, . The amount equal to the costs difference between the amount of the Architect’s Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, Tenant ) shall supply Landlord with cash in an amount equal be referred to as the “Over-Allowance Amount”. The Over-Allowance Amount shall be disbursed by Landlord Tenant prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately promptly as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own fundsAmount, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements paid for by shall not commence until (a) Landlord has approved the Over-Allowance Amount shall be deemed Landlord’s property under the terms Contract, and (b) Tenant has procured and delivered to Landlord a copy of the Leaseall Permits.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for pursuant to a mutually approved contract form (collectively, the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract“ Contract ”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8 , above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount“ Final Costs ”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an determine the amount equal (the “ Over-Allowance Amount ”) by which the Final Costs exceed the Tenant Improvement Allowance. Tenant will also determine the ratio of the Over-Allowance Amount to the Improvement Allowance (e.g., if the Over-Allowance Amount were to be Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500.00), the ratio would be twenty percent (20%) Over-Allowance Amount and eighty percent (80%) Tenant Improvement Allowance). The ratio applicable to the Over-Allowance Amount may be referred to herein as “ Tenant’s Ratio ”) and the ratio applicable to the Tenant Improvement Allowance may be referred to herein as “Landlord’s Ratio.” Tenant’s determination of the Over-Allowance Amount, Tenant’s Ratio and Landlord’s Ratio are subject to Landlord’s reasonable approval. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowancein accordance with Section 2.2 above. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i)Sections 2.2.2.1(i) , (ii)) , (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approvalapproval with regard to proper insurance and licensing requirements and any other areas which may adversely affect Landlord’s interest in the Project, and which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution delayed by more than five (5) business days after Landlord’s receipt of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsContract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Section 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a Tenant hereby agrees that Tenant's construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the and general conditions with Contractor (the “"Contract”") shall contains commercially reasonably warranties and indemnifications that inure to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records's benefit. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.13, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an identify the amount equal to (the "Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior ") equal to the disbursement of any difference between the amount of the then remaining portion Final Costs and the amount of the Tenant Improvement AllowanceAllowance (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). 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 thirty percent (30%) of each amount requested by the Contractor or otherwise to be disbursed under this Tenant Work Letter, and such disbursement payments by Tenant (the "Over-Allowance Payments") shall be pursuant a condition to the same procedure as Landlord's obligation to pay any amounts from the Tenant Improvement Allowance. In Landlord shall pay seventy percent (70%) of each amount requested by the event thatContractor or otherwise to be disbursed under this Tenant Work Letter, after until the total costs set forth in Tenant Improvement Allowance has been paid. Once the Construction Budget have entire Tenant Improvement Allowance has been delivered paid by Tenant to Landlord, Tenant shall thereafter pay one hundred percent (100%) of each amount requested by the costs relating Contractor or otherwise to the design and construction be disbursed under this Tenant Work Letter. In connection with any payment of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid made by Tenant pursuant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionthis Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements paid shall not commence until (a) Landlord has approved the Contract, and (b) Tenant has procured and delivered to Landlord a copy of all Permits for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Leaseapplicable Tenant Improvements.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approvalapproval with regard to proper insurance and licensing requirements and any other areas which may adversely affect Landlord's interest in the Project, and which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution delayed by more than five (5) business days after Landlord's receipt of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsContract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance Amount”"Final Costs"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Section 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a any construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the and general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of constructionTenant Improvements for each Suite, Tenant shall provide submit the Contract to Landlord. Notwithstanding that the Contract may be reviewed by Landlord with a fully executed copy or its consultants, such review shall be for the Landlord’s sole purpose and shall not imply Landlord’s review of the Contract for Landlord’s recordssame or obligate Landlord to review the same, and Landlord shall have no liability whatsoever in connection with such Contract. Prior to the commencement of the construction of the Tenant ImprovementsImprovements for the applicable Suite or the Original Premises, and after Tenant has accepted all bids and proposals for the such Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements for such Suite to be performed by or at the direction of Tenant or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Construction BudgetFinal Costs”), which costs . Tenant shall include, but not be limited to, required to pay Contractor from Tenant’s own funds an amount (the costs “Over-Allowance Amount”) equal to the difference between the amount of the Architect’s Final Costs for any Suite(s) and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred applicable to herein as such Suite(s) (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant ImprovementsImprovements for such Suite(s)) before any portion of the applicable Suite Tenant Improvement Allowance shall be made available to Tenant as reimbursement for the remaining Tenant Improvement Allowance Items for such Suite(s). If the actual costs for the Tenant Improvements to any Suite(s) are less than the Final Cost, Tenant shall supply have the right to seek reimbursement from Landlord with cash in an amount equal to for the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed spent by Landlord prior Tenant for such Suite up to the disbursement of any remaining balance of the then remaining portion of the Suite Tenant Improvement Allowance, and such disbursement shall be pursuant Allowance not already paid to the same procedure as the Tenant Improvement AllowanceTenant. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant directly to Landlord immediately Contractor out of its own funds as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own fundsAmount, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred but remain unpaid, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Contract, if any (the “Final Costs”). To the extent the Final Costs exceed the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements), Tenant shall supply Landlord with cash in an amount equal to make payments for such additional costs (the “Over-Allowance Amount”) out of its own funds, but Tenant shall provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iv) above, for Landlord’s approval, prior to Tenant paying such costs. The Over-Allowance Amount shall be disbursed paid by Landlord Tenant prior to the disbursement by Landlord of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary for such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition prior to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for commencement of the construction of such additional costs changes out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor approved by Landlord (the “Contract”) such approval not to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of ) (collectively, the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records"Contract"). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the estimated total costs of the Architect’s and Engineers’ fees and work of the Landlord Coordination FeeTenant Improvement project (the "Final Costs"). The amount, if any, by which difference between the total costs set forth in amount of the Construction Budget exceed Final Costs 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) is referred to herein as the “Over "Over-Allowance Amount”". In the event that an Over-Allowance Amount exists, then prior to exists in connection with any particular construction project involving the commencement of construction of the Tenant Improvements, then Tenant shall supply Landlord with cash in an pay a percentage of each amount requested by Contractor or otherwise disbursed under this Work Letter, which percentage shall be equal to the Over-Allowance Amount. The Amount divided by the amount of the Final Costs and such payments by Tenant (the “Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as amounts from the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth Final Costs, shall be in accordance with the terms of the immediately preceding sentence and the amounts to be disbursed by Landlord pursuant to the terms of this Work Letter thereafter shall be accordingly adjusted so that Landlord’s disbursements in the Construction Budget shall be added aggregate pursuant to the terms of this Work Letter and Tenant’s Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition Payments are each proportionate to the adjusted Final Costs. In connection with any Over-Allowance Amount or at Landlord’s optionPayment made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval's approval (such approval not to be unreasonably withheld, conditioned or delayed), prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s 's property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “"Contract”) "), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution Landlord shall approve or provide detailed comments to such Contract (or any revisions thereto) within five (5) business days of Landlord’s receipt of the Contract same, and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsfailure to respond within such five (5) business day period shall be deemed Landlord’s approval of such Contract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.11, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited toform a basis for the amount of the Contract (the "Final Costs"). As used herein, the costs "Over-Allowance Amount" means the dollar amount equal to the difference between the amount of the Architect’s Final Costs and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount of the Tenant Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsprocess of being disbursed by Landlord, then prior to on or before the commencement of construction of the Tenant Improvements, ). Tenant shall supply Landlord with cash in an amount equal to be responsible for payment of the Over-Allowance Amount. The Tenant shall fund, concurrently with monthly draws to Landlord, the Over-Allowance amount due for such month, pari passu based on the ratio the Over-Allowance Amount shall be disbursed by Landlord prior bears to the disbursement of any of the then remaining portion of the Tenant Improvement AllowanceFinal Costs, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowanceless Final Retention. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, that the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs Final Costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements paid for by shall not commence until (a) Landlord has approved the Over-Allowance Amount shall be deemed Landlord’s property under the terms Contract, and (b) Tenant has procured and delivered to Landlord a copy of the Leaseall Permits.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a written detailed breakdowncost breakdown (the “Final Costs Statement”), by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred incurred, or which have been incurred incurred, as set forth more particularly in Section 2.2.1.1 through 2.2.1.8 above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”), which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract, if any (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount”) by which the Final Costs exceed 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added Final Costs shall, to the Over-Allowance Amount and extent they exceed the total costs set forth in remaining balance of the Construction BudgetTenant Improvement Allowance, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or and, in any event, prior to the commencement of the construction of such changes, or, at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by Notwithstanding anything above to the contrary, if upon Tenant’s delivery of the Final Costs Statement to Landlord, the Over-Allowance Amount shall is determined to be deemed greater than an amount equal to twenty-five percent (25%) of the Tenant Improvement Allowance (the “Over-Allowance Cap”), then Landlord, in Landlord’s property under sole discretion, shall have the terms right to require that Tenant revise the Approved Working Drawings and/or any other Construction Drawings (and resubmit the same to Landlord for Landlord’s approval) to reduce the Over-Allowance Amount to an amount less than the Over-Allowance Cap and Landlord may refuse to disburse any portion of the LeaseTenant Improvement Allowance and/or approve any changes to the Construction Drawings, until such revisions to the Approved Working Drawings and/or any other Construction Drawings are made by Tenant and approved by Landlord.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approvalapproval with regard to proper insurance and licensing requirements and any other areas which may adversely affect Landlord’s interest in the Project, and which approval shall not be unreasonably withheld, conditioned withheld or delayed. Following execution delayed by more than five (5) business days after Landlord’s receipt of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsContract. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to one-half of 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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). Tenant shall advance to Landlord the balance of the Over- Allowance Amount in cash as needed to pay Final Costs. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Section 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant’s execution of a construction contract, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the contract and general conditions with Contractor (the “Contract”) ), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution If Landlord disapproves the Contract, then Landlord shall deliver to Tenant its written explanation for such disapproval and proposal for modifications and the parties shall negotiate in good faith to reach agreement on the items proposed. If Landlord fails to notify Tenant that it disapproves of the Contract and prior within three (3) business days after the submission thereof, then Landlord shall be deemed to commencement of construction, Tenant shall provide Landlord with a fully executed copy of have approved the Contract for Landlord’s recordsin question. If Landlord initially disapproves the Contract and still disapproves a substitute Contract submitted by Tenant within three (3) days following the second re-submittal or substitution thereof, then, so long as Tenant has acted professionally, reasonably and in good faith, such continued disapproval shall thereafter be deemed to be a Force Majeure Delay (on a day-for-day basis until Landlord approves the Contract). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdownbreakdown of the schedule of values, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”. In the event that an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance). In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, Tenant shall notify Landlord in writing of any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the LeaseFinal Costs.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed construction contract with the Contractor for the construction of the Tenant Improvements, including the and general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s recordsrecords and to allow Landlord to confirm proper insurance and licensing requirements have been satisfied. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (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 Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount shall be disbursed by Landlord prior to on a pari passu basis with the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by shall provide Landlord with updated construction schedules and budgets on a regular basis during the Over-Allowance Amount shall be deemed Landlord’s property under the terms course of construction of the LeaseTenant Improvements, and in any event within fifteen (15) days after request by Landlord.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvementsunder an AIA A101 Stipulated Sum Agreement (2007 Version) accompanied by Landlord’s standard AIA A201 General Conditions (2007 Version) as modified by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Contract (the “Final Costs”). As used herein, the “Over-Allowance Amount” shall be equal to the difference between the amount of the Final Costs and the amount of the Improvement Allowance is referred to herein as (less any portion thereof already disbursed by Landlord, or in the “Over Allowance Amount”process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). In the event that If an Over-Allowance Amount exists, then prior to the commencement of construction of the Tenant Improvementsthen, Tenant shall supply Landlord with cash in an pay Tenant’s pro-rata share of each amount requested by the Contractor or otherwise to be disbursed under this Work Letter (which pro-rata share shall equal to a fraction, the numerator of which shall equal the Over-Allowance Amount. The , and the denominator of which shall equal the Final Costs), and such payment by Tenant (the “Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to the disbursement of Landlord’s obligation to pay any additional/future portions of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be Allowance pursuant to the same procedure as the Tenant Improvement Allowanceterms and conditions of Section 2.2, above. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget Final Costs, shall be added to the Over-Allowance Amount and to the total costs set forth in the Construction BudgetFinal Costs, and such additional costs the Over-Allowance Payments shall be paid by Tenant to Landlord recalculated in accordance with the terms of the immediately as an addition to preceding sentence. In connection with any payment of the Over-Allowance Amount or at Landlord’s optionmade by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i)Sections 2.2.2.1(0, (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, Tenant shall submit a copy of reasonably approved by Landlord (collectively, the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “"Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records"). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.9, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, form a basis for the estimated total costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed the amount work of the Tenant Improvement Allowance is referred to herein as project (the “Over Allowance Amount”"Final Budget"). In the event that an Over-Allowance Amount exists, then prior Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the "Over-Allowance Amount") equal to the difference between the amount of the Final Costs and the amount of the First Amendment 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). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the First Amendment Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the First Amendment Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for necessary to such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s 's option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items Sections 2.2.2.1 (i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s 's property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to execution of a construction contract, Tenant shall submit a copy of the proposed contract with engage the Contractor for the construction of the Tenant Improvementsunder an AIA A101 Stipulated Sum Agreement (1997 Version) accompanied by Landlord’s standard AIA A201 General Conditions (1997 Version) as modified by Landlord (collectively, including the general conditions with Contractor (the “Contract”) to Landlord for its approval, which approval shall not be unreasonably withheld, conditioned or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids and proposals for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”)Contractor, which costs shall include, but not be limited to, the costs of the Architect’s and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget exceed form a basis for the amount of the Tenant Improvement Allowance is referred to herein as Contract (the “Over Allowance AmountFinal Costs”). In the event that an the Final Costs are greater than the amount of the 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 Work Letter, which percentage shall be equal to the Over-Allowance Amount existsdivided by the amount of the Final Costs (after deducting from the Final Costs any amounts expended in connection with the preparation of the Construction Drawings, then and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to (the “Over-Allowance Amount. The Over-Allowance Amount Payments”) shall be disbursed by Landlord prior a condition to Landlord’s obligation to pay any amounts from the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget Final Costs shall be added to the Over-Allowance Amount and the total costs set forth in the Construction BudgetFinal Costs, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s optionPayments shall be recalculated in accordance with the terms of the immediately preceding sentence. In connection with any Over-Allowance Payment made by Tenant pursuant to this Section 4.2.1, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (iSections 2.2.2.1(i), (ii), (iii) and (iv) of Section 2.2.2.1 of this Tenant Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Tenant's ------------------------------------- execution of a the construction contractcontract with the Contractor, Tenant shall submit a copy of the proposed contract with the Contractor for the construction of the Tenant Improvements, including the general conditions with Contractor (the “Contract”) contract to Landlord for its approval, which approval shall not unreasonably be unreasonably withheld, conditioned withheld or delayed. Following execution of the Contract and prior to commencement of construction, Tenant shall provide Landlord with a fully executed copy of the Contract for Landlord’s records. Prior to the commencement of the construction of the Tenant ImprovementsImprovements on each floor, and in each instance after Tenant has accepted all bids and proposals for the Tenant ImprovementsImprovements for a floor of the Premises, Tenant shall provide Landlord with a detailed breakdown, by trade, for all of Tenant’s Agents, of the final estimated costs to be incurred or which have been incurred in connection with the design and construction therein of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “Construction Budget”"FINAL COSTS"). The term "OVER-ALLOWANCE AMOUNT" shall mean the difference between (i) the Final Costs for the Premises, and (ii) the amount of the Tenant Improvement Allowance. Tenant shall be required to pay the Over-Allowance Amount on a pro rata basis throughout the course of construction of the Tenant Improvements. By way of example only, and not as a limitation upon the foregoing, if the total cost of the Tenant Improvement Allowance Items equals Fifty Dollars ($50.00) per rentable square foot of the Premises, the Over-Allowance Amount shall be Fifteen Dollars ($15.00) per rentable square foot (i.e., the Final Costs less the Thirty-Five Dollar ($35.00) per rentable square foot Tenant Improvement Allowance), which costs and Tenant shall include, but not be limited to, the costs pay fifteen fiftieths (15/50ths) of the Architect’s amount of each invoice net of retention. In the event that after the Final Costs are determined, and Engineers’ fees and the Landlord Coordination Fee. The amount, if any, by which the total costs set forth in the Construction Budget such Final Costs exceed the amount of the Tenant Improvement Allowance is referred allocated to herein such space as the “Over Allowance Amount”. In the event that an Over-Allowance Amount existsdescribed above, then prior any revisions, changes or substitutions shall be made to the commencement of construction of Construction Drawings or the Tenant Improvements, Tenant shall supply Landlord with cash in an amount equal to the Over-Allowance Amount. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be Improvements pursuant to the same procedure as the Tenant Improvement Allowance. In the event that, after the total costs set forth in the Construction Budget have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs for such design and construction in excess of the total costs set forth in the Construction Budget shall be added to the Over-Allowance Amount and the total costs set forth in the Construction Budget, and such additional costs shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord’s option, Tenant shall make payments for such additional costs out of its own funds, but Tenant shall continue to provide Landlord with the documents described in items (i), (ii), (iii) and (iv) of Section 2.2.2.1 provisions of this Tenant Work Letter, aboveany additional costs net of retention reasonably attributable to such revisions, for Landlord’s approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount changes or substitutions shall be deemed Landlord’s property under the terms of the Leasepaid by Tenant.