Common use of Construction Contract; Cost Budget Clause in Contracts

Construction Contract; Cost Budget. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been 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, which costs form a basis for the amount of the Contract (the “Final Costs”). If the Final Costs equal an amount greater than the amount of the Tenant Improvement Allowance (after deducting from the Tenant Improvement Allowance 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 Improvements) (the “Over-Allowance Amount”), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Final Costs, and such payment by Tenant shall be a condition to Landlord’s obligation to pay any amounts of Tenant Improvement Allowance. In the event that, after the 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 necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant in accordance with this Section 4.2.1, as an addition to the Over-Allowance Amount.

Construction Contract; Cost Budget. Prior to Tenant’s execution of the construction 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 or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final anticipated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of TenantTenant or the Contractor (the “Anticipated Costs”). Prior to the commencement of construction of the Improvements, which costs form a basis for Tenant shall identify the amount equal to the difference between the amount of the Contract Anticipated Costs and the amount of the Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the “Final Costs”process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). If In the Final event that the Anticipated Costs equal an amount are greater than the amount of the Tenant 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 divided by the amount of the Anticipated Costs (after deducting from the Tenant Improvement Allowance Anticipated 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 Improvements) ), and such payments by Tenant (the “Over-Allowance AmountPayments”), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Final Costs, and such payment by Tenant ) 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 Improvement Allowance. In the event that, after the Final shall advise Landlord from time to time as such Anticipated Costs have been delivered by Tenant to Landlord, 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 necessary to such design and construction payments in excess of the Final CostsImprovement Allowance, and any such adjustment in the Percentage shall be paid reconciled in later disbursements of the Improvement Allowance Payments and the Over-Allowance Payments. In connection with any Over-Allowance Payments made by Tenant in accordance with pursuant to this Section 4.2.1, as an addition Tenant shall provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), and (iii) of this Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Work Letter to the Over-Allowance Amountcontrary, but subject to the last sentence of Section 3.4 above, construction of the 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.

Construction Contract; Cost Budget. Prior to Tenant’s execution of the construction 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 or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids Improvements for the Tenant Improvementsa particular Phase, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final anticipated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.10, above, in connection with the design and construction of the Tenant such Improvements to be performed by or at the direction of TenantTenant or the Contractor (the “Anticipated Costs”). Prior to the commencement of construction of such Improvements, which costs form a basis for Tenant shall identify the amount equal to the difference between the amount of the Contract Anticipated Costs and the amount of the Improvement Allowance applicable to such Phase (less any portion thereof already disbursed by Landlord, or in the “Final Costs”process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). If In the Final event that the Anticipated Costs equal an amount are greater than the amount of the Tenant 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 divided by the amount of the Anticipated Costs (after deducting from the Tenant Improvement Allowance Anticipated 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 Improvements) ), and such payments by Tenant (the “Over-Allowance AmountPayments”), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Final Costs, and such payment by Tenant ) 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 Improvement Allowance. In the event that, after the Final shall advise Landlord from time to time as such Anticipated Costs have been delivered by Tenant to Landlord, 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 necessary to such design and construction in excess of the Final Costs, Over-Allowance Payments shall be paid adjusted such that the Improvement Allowance Payments by Landlord and the Over-Allowance Payments by Tenant in accordance 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, as an addition Tenant shall provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), and (iii) of this Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Work Letter to the Over-Allowance Amountcontrary, but subject to the last sentence of Section 3.4 above, construction of the 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.

Construction Contract; Cost Budget. Prior to Tenant's execution of the construction 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 or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final anticipated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.9, above, in connection with the design and construction of the such Tenant Improvements to be performed by or at the direction of TenantTenant or the Contractor (the "Anticipated Costs"). Prior to the commencement of construction of such Tenant Improvements, which costs form a basis for Tenant shall identify the amount equal to the difference between the amount of the Contract Anticipated Costs and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the “Final Costs”process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). If In the Final event that the Anticipated Costs equal an amount are greater than the amount of the Tenant 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 Tenant Work Letter, which percentage (the "Percentage") shall be equal to the Anticipated Over-Allowance Amount divided by the amount of the Anticipated Costs (after deducting from the Tenant Improvement Allowance Anticipated 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) (the “Over-Allowance Amount”), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Final Costs, and such payment payments by Tenant (the "Over- Allowance Payments") shall be a condition to Landlord’s 's obligation to pay any amounts of from the Tenant Improvement AllowanceAllowance (the "Tenant Improvement Allowance Payments"). In After Tenant's initial determination of the event thatAnticipated Costs, after the Final Tenant shall advise Landlord from time to time as such Anticipated Costs have been delivered by Tenant to Landlord, 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 necessary to such design and construction in excess of the Final Costs, Over-Allowance Payments shall be paid adjusted such that the Tenant Improvement Allowance Payments by Landlord and the Over-Allowance Payments by Tenant in accordance 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, as an addition Tenant shall provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), and (iii) of this Tenant Work Letter, above, for Landlord's approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Tenant Work Letter to the Over-Allowance Amountcontrary, but subject to the last sentence of Section 3.4 above, 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 for the applicable Tenant Improvements.

Construction Contract; Cost Budget. Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, reasonably approved by Landlord (collectively, the “Contract”). 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 for the Tenant ImprovementsImprovements (or a phase thereof, as the case may be), Tenant shall provide Landlord with a detailed breakdown, by trade, of the final good faith estimated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.10, 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 TenantTenant or the Contractor, which costs form a basis for the estimated total costs of the work of the applicable phase of the Tenant Improvement project (the “Estimated Budget”). The difference between the amount of the Contract (the “Final Costs”). If the Final Costs equal an amount greater than Estimated Budget and the amount of the Tenant Improvement Allowance (after deducting from less any portion thereof already disbursed by Landlord, or in the Tenant Improvement Allowance any amounts expended in connection with the preparation process of the Construction Drawingsbeing disbursed by Landlord, and the cost of all other Tenant Improvement Allowance Items incurred prior to on or before the commencement of construction of the Tenant Improvements) (is referred to herein as the “Over-Allowance Amount”). In the event that an Over-Allowance Amount exists 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 Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Final CostsEstimated 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 payment payments by Tenant (the “Over-Allowance Payments”) shall be a condition to Landlord’s obligation to pay any amounts of from the Tenant Improvement Allowance. In the event that, after the Final Costs have Estimated Budget 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 to such design and construction in excess of the Final CostsEstimated Budget, shall be paid by Tenant in accordance with the terms of the immediately preceding sentence and the amounts to be disbursed by Landlord pursuant to the terms of this Section 4.2.1, as an addition 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 Over-Allowance Payments are each proportionate to the adjusted Estimated Budget. All Tenant Improvements paid for by the Over-Allowance AmountAmount shall be deemed Landlord’s property under the terms of the Lease.

Construction Contract; Cost Budget. Prior to Lessee’s execution of the construction contract and general conditions with Contractor (the “Contract”), Lessee shall submit the Contract to Lessor for its approval, which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant Lessee has accepted all bids for the Tenant Improvements, Tenant Lessee shall provide Landlord Lessor with a reasonably detailed breakdown, by trade, of the final costs expected to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.8, above, in EXHIBIT B -6- FIFTH AMENDMENT TO LEASE [11099 North ▇▇▇▇▇▇ ▇▇▇▇▇ Road] [DermTech, Inc.] connection with the design and construction of the Tenant Improvements to be performed by or at the direction of TenantLessee or the Contractor, which costs form a basis for the amount of the Contract (the “Final Costs”). If Prior to the commencement of construction of the Tenant Improvements, Lessee shall identify the amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Final Costs equal an amount greater than and the amount of the Tenant Improvement Allowance (after deducting from less any portion thereof already disbursed by Lessor, or in the Tenant Improvement Allowance any amounts expended in connection with the preparation process of the Construction Drawingsbeing disbursed by Lessor, and the cost of all other Tenant Improvement Allowance Items incurred prior to on or before the commencement of construction of the Tenant Improvements) (the “Over-Allowance Amount”). Lessee shall pay, then Tenant shall pay on a monthly basis, a percentage of each amount disbursed by Lessor to the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount divided by the amount of the Final Costs, and such payment by Tenant Lessee (the “Over-Allowance Payments”) shall be a condition to LandlordLessor’s obligation to pay any further amounts of the Tenant Improvement Allowance. In the event that, after the Final Costs have been delivered by Tenant Lessee to LandlordLessor, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant in accordance with this Section 4.2.1, as an addition added to the Over-Allowance AmountAmount and the Final Costs, and the Over-Allowance Payments shall be recalculated in accordance with the terms of the immediately preceding sentence, but Lessee shall continue to provide Lessor with the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iv) of this Tenant Work Letter, above, for Lessor’s approval, prior to Lessee paying such costs. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Tenant Improvements shall not commence until (a) Lessor has approved the Contract, and (b) Lessee has procured and delivered to Lessor a copy of all Permits.

Construction Contract; Cost Budget. Tenant shall, on or before November 1, 2010, engage the Contractor pursuant to a contract form (collectively, the “Contract”) approved by Landlord, which approval shall not be unreasonably withheld. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of TenantTenant or the Contractor, which costs form a basis for the amount of the Contract (the “Final Costs”). If the Final Costs equal an amount greater than the amount of the Tenant Improvement Allowance (after deducting from the Tenant Improvement Allowance any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Items incurred prior Prior to the commencement of construction of the Improvements) , Tenant shall determine the amount (the “Over-Allowance Amount”) by which the Final Costs exceed the Improvement Allowance. Tenant will also determine the ratio of the Over-Allowance Amount to the Improvement Allowance to the total cost of the Improvements (for purposes of example only, assuming the Over-Allowance Amount is Sixty Thousand and 00/100 Dollars ($60,000.00) and the Improvement Allowance is Two Hundred Forty Thousand and 00/100 Dollars ($240,000.00), then Tenant shall pay a percentage such that the total cost of each amount otherwise disbursed under this Tenant Work Letterthe Improvements is reasonably anticipated to be Three Hundred Thousand and 00/100 Dollars ($300,000.00), which percentage shall the ratio applicable thereto would be equal twenty percent (20%) Over-Allowance Amount and eighty percent (80%) Improvement Allowance). The ratio applicable to the Over-Allowance Amount divided by may be referred to herein as “Tenant’s Ratio”, and the amount ratio applicable to the Improvement Allowance may be referred to herein as “Landlord’s Ratio.” Tenant’s determination of the Final CostsOver-Allowance Amount, Tenant’s Ratio and such payment by Tenant shall be a condition Landlord’s Ratio are subject to Landlord’s obligation to pay any amounts of Tenant Improvement Allowancereasonable approval. The Over-Allowance Amount shall be disbursed by Landlord in accordance with Section 2.2 above. In the event that, after the 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 necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant in accordance with this Section 4.2.1, to Landlord immediately as an addition to the Over-Allowance AmountAmount 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 Sections 2.2.2.1(i), (ii), (iii) and (iv) of this Work Letter, above, for Landlord’s approval, prior to Tenant paying such costs.

Construction Contract; Cost Budget. Tenant shall submit the construction contract (the "Contract") to Landlord for its approval, which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.8 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 TenantTenant or the Contractor, which costs form a basis for the amount of the Contract (the “"Final Costs”"). If 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 difference between the amount of the Final Costs equal an amount greater than and the amount of the Tenant Improvement Allowance (after deducting from less any portion thereof already disbursed by Landlord, or in the Tenant Improvement Allowance any amounts expended in connection with the preparation process of the Construction Drawingsbeing disbursed by Landlord, and the cost of all other Tenant Improvement Allowance Items incurred prior to on or before the commencement of construction of the Tenant Improvements) (the “Over-Allowance Amount”), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the . The Over-Allowance Amount divided shall be disbursed by Landlord prior to the amount disbursement of any of the Final Coststhen remaining portion of the Tenant Improvement Allowance, and such payment by Tenant disbursement shall be a condition pursuant to Landlord’s obligation to pay any amounts of the same procedure as the Tenant Improvement Allowance. In the event that, after the 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 necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant in accordance with this Section 4.2.1, as an addition to the Over-Allowance Amount.by

Construction Contract; Cost Budget. Prior to Tenant's execution of the construction 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 or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final anticipated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of TenantTenant or the Contractor (the "Anticipated Costs"). Prior to the commencement of construction of the Improvements, which costs form a basis for Tenant shall identify the amount equal to the difference between the amount of the Contract Anticipated Costs and the amount of the Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the “Final Costs”process of being disbursed by Landlord, on or before the commencement of construction of the Improvements). If In the Final event that the Anticipated Costs equal an amount are greater than the amount of the Tenant 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 divided by the amount of the Anticipated Costs (after deducting from the Tenant Improvement Allowance Anticipated 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 Improvements) ), and such payments by Tenant (the “"Over-Allowance Amount”), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Final Costs, and such payment by Tenant Payments") shall be a condition to Landlord’s 's obligation to pay any amounts from the Improvement Allowance (the "Improvement Allowance Payments"). After Tenant's initial determination of the Anticipated Costs, Tenant Improvement Allowance. In the event that, after the Final shall advise Landlord from time to time as such Anticipated Costs have been delivered by Tenant to Landlord, 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 necessary to such design and construction payments in excess of the Final CostsImprovement Allowance, and any such adjustment in the Percentage shall be paid reconciled in later disbursements of the Improvement Allowance Payments and the Over-Allowance Payments. In connection with any Over-Allowance Payments made by Tenant in accordance with pursuant to this Section 4.2.1, as an addition Tenant shall provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), and (iii) of this Work Letter, above, for Landlord's approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Work Letter to the Overcontrary, but subject to the last sentence of Section 3.4 above, construction of the 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/▇▇▇▇▇▇▇▇▇-00001/6-Allowance Amount.26-15/alf/alf EXHIBIT ▇-▇▇- ▇▇▇ ▇▇▇▇▇▇▇[Dropbox, Inc.]

Construction Contract; Cost Budget. Prior to Tenant's execution of the construction 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 or delayed. No changes (including change orders), modifications or alterations to the Contract may be made without the prior written consent of Landlord (other than change orders that do not materially change the scope of work, but Tenant shall be required to notify Landlord thereof prior to the undertaking of such work), which consent shall not be unreasonably withheld (and in connection therewith, T▇▇▇▇▇ agrees to deliver a copy of any such changes [including change orders], modifications or alterations to Landlord together with T▇▇▇▇▇’s request for L▇▇▇▇▇▇▇’s consent thereto). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant T▇▇▇▇▇ has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred incurred, or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.7, 2.2.1.9 above, in connection with the design design, permitting and construction of the Tenant Improvements to be performed by or at the direction of Tenant, Tenant or the Contractor (which costs form a basis for the amount of the Contract Contract, if any) (the “"Final Costs”"). If the Final Costs equal an amount greater than specified on the amount of Final Costs Statement exceed the Tenant Improvement Allowance by more than Five Hundred Thousand Dollars (after deducting from the Tenant Improvement Allowance 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 Improvements$500,000.00) (the “"Over-Allowance Amount”"), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal directly to the Contractor with respect to each Draw Request, T▇▇▇▇▇'s pro rata share of such Over-Allowance Amount divided by the amount of the Final Costsas determined pursuant to Section 2.2.2 above, and such payment by Tenant shall be a condition to Landlord’s 's obligation to disburse or pay any amounts Landlord's pro rata portion of the Tenant Improvement AllowanceAllowance (other than for any Non-Construction Allowance Items). In the event thatIf, after the Final Costs have Statement has been delivered by Tenant Landlord to LandlordTenant, the costs relating to the design design, permitting and construction of the Tenant Improvements shall change, any such changes shall be incorporated into the last approved Final Costs Statement and Landlord's and Tenant's pro rata share of such additional costs necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant in accordance with this Section 4.2.1, as an addition adjusted to the Over-Allowance Amounttake into account such changes.

Construction Contract; Cost Budget. Prior to ▇▇▇▇▇▇'s execution of the construction 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 or delayed. Prior to the commencement of the construction of the Tenant Improvements, and after Tenant ▇▇▇▇▇▇ has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.8 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 TenantTenant or the Contractor, which costs form a basis for the amount of the Contract (the “"Final Costs”"). If the Final Costs equal an amount greater than the amount of the Tenant Improvement Allowance (after deducting from the Tenant Improvement Allowance any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Items incurred prior Prior to the commencement of construction of the Tenant Improvements) , Tenant shall supply Landlord with cash in an amount (the “"Over-Allowance Amount”), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be ") equal to the difference between the Final Costs exceed the sum of (i) the Tenant Improvement Allowance, plus (ii) any Additional Allowance elected to be received by Tenant pursuant to Section 2.1.2 above). The Over-Allowance Amount divided shall be disbursed by Landlord prior to the amount disbursement of any of the Final Coststhen remaining portion of the Allowances, and such payment by Tenant disbursement shall be a condition pursuant to Landlord’s obligation to pay any amounts of Tenant Improvement Allowancethe same procedure as the Allowances. In the event that, after the 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 necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant in accordance with this Section 4.2.1, to Landlord immediately as an addition to the Over-Over- Allowance AmountAmount 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 Sections 2.2.2.1 (i), (ii), (iii) and (iv) of this Tenant Work Letter, above, for Landlord's approval, prior to Tenant paying such costs.

Construction Contract; Cost Budget. Tenant shall engage the Contractor under a construction contract (collectively, the "Contract"). Prior to the commencement of the construction of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a (i) a copy of the fully executed Contract, (ii) Tenant's proposed construction schedule for the construction and completion of the Improvements (the "Construction Schedule"), and (iii) detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.72.2.1.8, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of TenantTenant or the Contractor, which costs form a basis for the amount of the Contract (the “"Final Costs”"). If the The Final Costs provided by Tenant shall include two (2) separate schedules of values for the Improvements: (a) the first of which shall specifically identify certain assets and trades included in the Improvements that, when totaled together, substantially equal an amount greater than the amount of the Tenant Improvement Allowance to maximum extent possible without splitting or apportioning the cost of specific line items or trades (after deducting from the Tenant Improvement "Landlord SOV"), such that at least ninety percent (90%) of the of the Landlord SOV Improvements shall be constructed by the Allowance any amounts expended Deadline; and (b) the second of which shall include the remainder of the work required in connection with the preparation construction of the Construction Drawings, Improvements (the "Tenant SOV"). Landlord shall advise Tenant within five (5) business days after Landlord's receipt of the Final Costs if the Landlord SOV and the cost Tenant SOV are unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall cause the Landlord SOV and the Tenant SOV to be revised to correct any deficiencies or other matters Landlord may reasonably require within five (5) business days of all other Tenant's receipt of Landlord's notice thereof. The foregoing process shall be continued until the Landlord SOV and Tenant SOV have been approved by Landlord. The Improvement Allowance Items incurred prior shall be used for the costs to design and construct the commencement Improvements included in the Landlord SOV (the "Landlord SOV Improvements"). In no event shall Landlord be obligated to make disbursements from the Improvement Allowance for the Improvements included in the Tenant SOV (the "Tenant SOV Improvements") until all disbursements have been made from the Improvement Allowance for all Landlord SOV Improvements. Following Landlord's disbursement of the Improvement Allowance, Tenant shall pay the difference between the amount of the Final Costs (including any increase in the amount of the Final Costs during the course of design and construction of the Improvements) and the amount of the Improvement Allowance (the “"Over-Allowance Amount”") from Tenant's own funds, but Tenant shall continue to provide Landlord with the documents described in Sections 2.2.2.1 (i), then Tenant shall pay a percentage (ii), (iii) and (iv) of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be equal above, for Landlord's approval, prior to the Over-Allowance Amount divided by the amount of the Final Costs, and Tenant paying such payment by Tenant shall be a condition to Landlord’s obligation to pay any amounts of Tenant Improvement Allowance. In the event that, after the 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 necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant in accordance with this Section 4.2.1, as an addition to the Over-Allowance Amountcosts.

Construction Contract; Cost Budget. Prior to Tenant's execution of the construction 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 or delayed; provided that Landlord's approval of the Contract shall not be required in the event that (i) the Contract contains commercially standard indemnity provisions, (ii) complies with the insurance provisions of Section 4.2.2.4 below, and (iii) complies with the warranty and guarantee provisions of Section 4.2.2.3 below. Prior to the commencement of the construction of the Second Amendment Tenant Improvements, and after Tenant has accepted all bids for the Second Amendment Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been 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 Second Amendment Tenant Improvements to be performed by or at the direction of TenantTenant or the Contractor, which costs form a basis for the amount of the Contract (the “"Final Costs”"). If the Final Costs equal an amount greater than the amount of the Tenant Improvement Allowance (after deducting from the Tenant Improvement Allowance any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Items incurred prior Prior to the commencement of construction of the Second Amendment Tenant Improvements) , Tenant shall supply Landlord with cash in an amount (the “Over-"Over­ Allowance Amount”), then Tenant shall pay a percentage of each amount otherwise disbursed under this Tenant Work Letter, which percentage shall be ") equal to the Over-Allowance Amount divided by difference between the amount of the Final CostsCosts and the amount of the Second 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 Second Amendment Tenant Improvements). The Over­ Allowance Amount shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Second Amendment Tenant Improvement Allowance, and such payment by Tenant disbursement shall be a condition pursuant to Landlord’s obligation to pay any amounts of the same procedure as the Second Amendment Tenant Improvement Allowance. In the event that, after the Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Second Amendment Tenant Improvements shall change, any additional costs necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant in accordance with this Section 4.2.1, to Landlord immediately as an addition to the Over-Allowance AmountAmount 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 Sections 2.2.2.1(i), (ii), (iii) and (iv) of this Tenant Work Letter, above, for Landlord's approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, construction of the Second Amendment 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.