Common use of Construction Contract; Cost Budget Clause in Contracts

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 Improvements for a particular Phase, Tenant shall provide Landlord with a detailed breakdown, by trade, of the anticipated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of such Improvements to be performed by or at the direction of Tenant or the Contractor (the “Anticipated Costs”). Prior to the commencement of construction of such Improvements, Tenant shall identify the amount equal to the difference between the amount of the Anticipated Costs and the amount of the Improvement Allowance applicable to such Phase (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). In the event that 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 divided 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, and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant (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 advise Landlord from time to time as such 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 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 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 contrary, 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 Xxxxxx'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 Improvements Tenant Improvements, and after Xxxxxx has accepted all bids for a particular Phasethe Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the anticipated final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.102.2.1.8 of this Tenant Work Letter, above, in connection with the design and construction of such 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 “Anticipated "Final Costs”"). Prior to the commencement of construction of such the Tenant Improvements, Tenant shall identify supply Landlord with cash in an amount (the amount "Over-Allowance Amount") equal to the difference between the amount 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 shall be disbursed by Landlord prior to the disbursement of any of the Anticipated Costs and the amount then remaining portion of the Improvement Allowance applicable Allowances, and such disbursement shall be pursuant to such Phase (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before same procedure as the commencement of construction of the Improvements)Allowances. In the event that that, after the Anticipated Final 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 divided 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, and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments have been delivered by Tenant (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 advise Landlord from time to time as such Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Tenant Improvements otherwise change shall change, any additional costs necessary to such design and construction in excess of the Anticipated Over-Allowance AmountFinal Costs, and the Over-Allowance Payments shall be adjusted such that the Improvement Allowance Payments by Landlord and the Over-Allowance Payments paid by Tenant shall accurately reflect to Landlord immediately as an addition to the then-current amount of Anticipated Costs. In connection with any Over-Over- Allowance Payments made by Tenant pursuant to this Section 4.2.1Amount 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), and (iii) and (iv) of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Work Letter to the contrary, 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 TenantLessee’s execution of the construction contract and general conditions with Contractor (the “Contract”), Tenant Lessee shall submit the Contract (including Contractor’s proposal and all exhibits and back-up documentation associated with such Contract) to Landlord Lessor for its approval, which approval shall not be unreasonably withheld or delayed. Prior to the commencement of the construction of the Improvements Tenant Improvements, and after Lessee has accepted all bids for a particular Phasethe Tenant Improvements, Tenant Lessee shall provide Landlord Lessor with a reasonably detailed breakdown, by trade, of the anticipated final costs expected to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.102.2.1.8, above, in EXHIBIT B -6- FIFTH AMENDMENT TO LEASE [11099 North Xxxxxx Xxxxx Road] [DermTech, Inc.] connection with the design and construction of such the Tenant Improvements to be performed by or at the direction of Tenant Lessee or the Contractor Contractor, which costs form a basis for the amount of the Contract (the “Anticipated Final Costs”). Prior to the commencement of construction of such the Tenant Improvements, Tenant Lessee shall identify the amount (the “Over-Allowance Amount”) equal to the difference between the amount of the Anticipated Final Costs and the amount of the Tenant Improvement Allowance applicable to such Phase (less any portion thereof already disbursed by LandlordLessor, or in the process of being disbursed by LandlordLessor, on or before the commencement of construction of the Tenant Improvements). In the event that the Anticipated Costs are greater than the amount of the Improvement Allowance applicable to such Phase (the “Anticipated Over-Allowance Amount”)Lessee shall pay, thenon a monthly basis, Tenant shall pay a percentage of each amount requested disbursed by Lessor to the Contractor or otherwise to be disbursed under this Tenant Work Letter, which percentage (the “Percentage”) shall be equal to the Anticipated amount of the Over-Allowance Amount divided 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, and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements)Final Costs, and such payments payment by Tenant Lessee (the “Over-Allowance Payments”) shall be a condition to LandlordLessor’s obligation to pay any further amounts from the Improvement Allowance (the “Improvement Allowance Payments”). After Tenant’s initial determination of the Anticipated CostsTenant Improvement Allowance. In the event that, Tenant shall advise Landlord from time after the Final Costs have been delivered by Lessee to time as such Anticipated Costs are further refined or determined or Lessor, the costs relating to the design and construction of the Tenant Improvements otherwise change shall change, any additional costs necessary to such design and construction in excess of the Anticipated Final Costs, shall be added to the Over-Allowance AmountAmount and the Final Costs, and the Over-Allowance Payments shall be adjusted such that recalculated in accordance with the Improvement Allowance Payments by Landlord and terms of the Over-Allowance Payments by Tenant immediately preceding sentence, but Lessee shall accurately reflect the then-current amount of Anticipated Costs. In connection with any Over-Allowance Payments made by Tenant pursuant continue to this Section 4.2.1, Tenant shall provide Landlord Lessor with the documents described in Sections 2.2.2.1 (i), (ii), and (iii) and (iv) of this Tenant Work Letter, above, for LandlordLessor’s approval, prior to Tenant Lessee paying such costs. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, but subject to the last sentence of Section 3.4 above, construction of the Tenant Improvements shall not commence until (a) Landlord Lessor has approved the Contract, and (b) Tenant Lessee has procured and delivered to Landlord Lessor a copy of all Permits for the applicable ImprovementsPermits.

Construction Contract; Cost Budget. Prior to Tenant’s execution of Tenant shall engage the Contractor under a construction contract and general conditions with Contractor (collectively, 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 Improvements Improvements, and after Tenant has accepted all bids for a particular Phasethe 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 anticipated final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.102.2.1.8, above, in connection with the design and construction of such the 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 “Anticipated "Final Costs”"). Prior 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 the amount of the Improvement Allowance to maximum extent possible without splitting or apportioning the commencement cost of specific line items or trades (the "Landlord SOV"), such that at least ninety percent (90%) of the of the Landlord SOV Improvements shall be constructed by the Allowance Deadline; and (b) the second of which shall include the remainder of the work required in connection with the construction of such Improvementsthe 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 Tenant SOV are unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall identify cause the amount equal 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 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 shall be used for the costs to design and construct the 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 Anticipated 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 applicable to such Phase (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). In the event that the Anticipated Costs are greater than the amount of the Improvement Allowance applicable to such Phase (the “Anticipated "Over-Allowance Amount”)") from Tenant's own funds, then, but Tenant shall pay a percentage of each amount requested by the Contractor or otherwise continue 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 Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant (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 advise Landlord from time to time as such 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 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 provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iiiiv) of this Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Work Letter to the contrary, 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 's execution of the construction contract and general conditions with Contractor (the “"Contract”"), Tenant shall submit the Contract (including Contractor’s '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 withheld, conditioned or delayed. Prior to the commencement of the construction of the Improvements for a particular PhaseTenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the anticipated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.102.2.1.9, above, in connection with the design and construction of such Tenant Improvements to be performed by or at the direction of Tenant or the Contractor (the “"Anticipated Costs”"). Prior to the commencement of construction of such Tenant Improvements, Tenant shall identify the amount equal to the difference between the amount of the Anticipated Costs and the amount of the Tenant Improvement Allowance applicable to such Phase (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 Anticipated Costs 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 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 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), and such payments by Tenant (the “Over-"Over- Allowance Payments”") shall be a condition to Landlord’s 's obligation to pay any amounts from the Tenant Improvement Allowance (the “"Tenant Improvement Allowance Payments”"). After Tenant’s 's initial determination of the Anticipated Costs, Tenant shall advise Landlord from time to time as such Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Tenant Improvements otherwise change and the Anticipated Over-Allowance Amount, and the Over-Allowance Payments shall be adjusted such that the Tenant Improvement Allowance Payments by Landlord and the Over-Allowance Payments 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 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 's approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, 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. Prior to Tenant’s 's execution of the construction contract and general conditions with Contractor (the “"Contract”"), Tenant shall submit the Contract (including Contractor’s '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 Improvements for a particular PhaseImprovements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the anticipated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of such the Improvements to be performed by or at the direction of Tenant or the Contractor (the “"Anticipated Costs”"). Prior to the commencement of construction of such the Improvements, Tenant shall identify the amount equal to the difference between the amount of the Anticipated Costs and the amount of the Improvement Allowance applicable to such Phase (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). In the event that the Anticipated Costs are greater than the amount of the Improvement Allowance applicable to such Phase (the “"Anticipated Over-Allowance Amount”"), then, 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 Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant (the “"Over-Allowance 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 's initial determination of the Anticipated Costs, Tenant shall advise Landlord from time to time as such 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 shall accurately 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 payments in excess of the Improvement Allowance, and any such adjustment in the Percentage shall be reconciled in later disbursements of the Improvement Allowance Payments and the Over-Allowance Payments. In connection with any Over-Allowance Payments made by Tenant pursuant to this Section 4.2.1, 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 's approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Work Letter to the contrary, 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/XXX000000-00001/6-26-15/alf/alf EXHIBIT X-00- 000 XXXXXXX[Dropbox, Inc.]

Construction Contract; Cost Budget. Prior Tenant shall, on or before November 1, 2010, engage the Contractor pursuant to Tenant’s execution of the construction a contract and general conditions with Contractor form (collectively, 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 approvalapproved by Landlord, which approval shall not be unreasonably withheld or delayedwithheld. Prior to the commencement of the construction of the Improvements Improvements, and after Tenant has accepted all bids for a particular Phasethe Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the anticipated final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.102.2.1.8, above, in connection with the design and construction of such the 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 “Anticipated Final Costs”). Prior to the commencement of construction of such the Improvements, Tenant shall identify determine the amount equal to the difference between the amount of the Anticipated Costs and the amount of the Improvement Allowance applicable to such Phase (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). In the event that 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 divided 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, and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant (the “Over-Allowance PaymentsAmount”) shall 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), such that the total cost of the Improvements is reasonably anticipated to be a condition Three Hundred Thousand and 00/100 Dollars ($300,000.00), the ratio applicable thereto would be twenty percent (20%) Over-Allowance Amount and eighty percent (80%) 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 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 obligation reasonable 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 pay any amounts from the Improvement Allowance (the “Improvement Allowance Payments”). After Tenant’s initial determination of the Anticipated CostsLandlord, Tenant shall advise Landlord from time to time as such Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Improvements otherwise change shall change, any additional costs necessary to such design and construction in excess of the Anticipated Over-Allowance AmountFinal Costs, and shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Payments shall be adjusted such that the Improvement Allowance Payments by Landlord and the Over-Allowance Payments 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 4.2.1Amount 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 (i2.2.2.1(i), (ii), (iii) and (iiiiv) 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 contrary, 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 construction contract (including Contractor’s proposal and all exhibits and back-up documentation associated with such 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 Improvements Tenant Improvements, and after Tenant has accepted all bids for a particular Phasethe Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the anticipated final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.102.2.1.8 of this Tenant Work Letter, above, in connection with the design and construction of such 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 “Anticipated "Final Costs”"). Prior to the commencement of construction of such the Tenant Improvements, Tenant shall identify supply Landlord with cash in an amount (the amount "Over-Allowance Amount") equal to the difference between the amount of the Anticipated Final Costs and the amount of the Tenant Improvement Allowance applicable to such Phase (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 that, after the Anticipated Final 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 divided 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, and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments by Tenant (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 advise Landlord from time to time as such 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 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 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 contrary, 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 have been delivered to Landlord a copy of all Permits for the applicable Improvements.by

Construction Contract; Cost Budget. Prior to Tenant’s '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; 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 Improvements Second Amendment Tenant Improvements, and after Tenant has accepted all bids for a particular Phasethe Second Amendment Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the anticipated final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.102.2.1.7, above, in connection with the design and construction of such the Second Amendment 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 “Anticipated "Final Costs”"). Prior to the commencement of construction of such the Second Amendment Tenant Improvements, Tenant shall identify supply Landlord with cash in an amount (the amount "Over­ Allowance Amount") equal to the difference between the amount of the Anticipated Final Costs and the amount of the Second Amendment Tenant Improvement Allowance applicable to such Phase (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 disbursement shall be pursuant to the same procedure as the Second Amendment Tenant Improvement Allowance. In the event that that, after the Anticipated Final 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 divided 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, and the cost of all other Improvement Allowance Items incurred prior to the commencement of construction of the Improvements), and such payments have been delivered by Tenant (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 advise Landlord from time to time as such Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Second Amendment Tenant Improvements otherwise change shall change, any additional costs necessary to such design and construction in excess of the Anticipated Over-Allowance AmountFinal Costs, and shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Payments shall be adjusted such that the Improvement Allowance Payments by Landlord and the Over-Allowance Payments 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 4.2.1Amount 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 (i2.2.2.1(i), (ii), and (iii) and (iv) of this Tenant Work Letter, above, for Landlord’s 's approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Tenant Work Letter to the contrary, but subject to the last sentence of Section 3.4 above, 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 for the applicable ImprovementsPermits.

Construction Contract; Cost Budget. Prior to Tenant’s execution of Tenant shall engage the Contractor under a commercially reasonable and customary construction contract and general conditions with Contractor contract, reasonably approved by Landlord (collectively, 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 (or a phase thereof, as the case may be), and after Tenant has accepted all bids for the Tenant Improvements (or a particular Phasephase thereof, as the case may be), Tenant shall provide Landlord with a detailed breakdown, by trade, of the anticipated good faith estimated costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of such 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 “Anticipated CostsEstimated Budget”). Prior to the commencement of construction of such Improvements, Tenant shall identify the amount equal to the The difference between the amount of the Anticipated Costs Estimated Budget and the amount of the Tenant Improvement Allowance applicable to such Phase (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-Allowance Amount”. In the event that the Anticipated Costs are greater than the amount of the Improvement Allowance applicable to such Phase (the “Anticipated an Over-Allowance Amount”)Amount exists in connection with any particular construction project involving the construction of the Improvements, then, 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 Estimated Budget (after deducting from the Anticipated Costs Estimated Budget 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 Payments”) shall be a condition to Landlord’s obligation to pay any amounts from the Tenant Improvement Allowance (Allowance. In the “Improvement Allowance Payments”). After Tenant’s initial determination of event that, after the Anticipated CostsEstimated Budget has been delivered by Tenant to Landlord, Tenant shall advise Landlord from time to time as such Anticipated Costs are further refined or determined or the costs relating to the design and construction of the Tenant Improvements otherwise change shall change, any additional costs necessary to such design and construction in excess of the Estimated Budget, shall be in accordance with the terms of the immediately preceding sentence and the Anticipated 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 Over-Allowance Amount, and Payments are each proportionate to the adjusted Estimated Budget. All Tenant Improvements paid for by the Over-Allowance Payments Amount shall be adjusted such that the Improvement Allowance Payments by Landlord and the Over-Allowance Payments 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 provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), and (iii) of this Work Letter, above, for deemed Landlord’s approval, prior to Tenant paying such costs. Notwithstanding anything set forth in this Work Letter to property under the contrary, but subject to the last sentence of Section 3.4 above, construction terms 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 ImprovementsLease.