Construction Contract; Cost Budget. Tenant shall engage the Contractor under a commercially reasonable and customary construction contract (collectively, the "Contract"). Prior to the commencement of the construction of any phase 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 in connection with the design and construction of the relevant phase of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the estimated total costs of the work of the relevant phase of the Tenant Improvements (each, a "Final Budget"). Any costs of design and construction of the Tenant Improvements in excess of the Tenant Improvement Allowance shall be paid by Tenant out of its own funds once the Tenant Improvement Allowance is exhausted, 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 commercially reasonable and customary construction contract (collectively, the "Contract"). Prior to the commencement of the construction of any phase of the Tenant Improvements, and after Tenant has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a reasonably detailed breakdown, by trade, of the final costs to be incurred or which have been incurred in connection with the design and construction of the relevant phase of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the estimated total costs of the work of the relevant phase of the Tenant Improvements (each, a "Final Budget"). Any costs of design and construction of the Tenant Improvements in excess of the Tenant Improvement Allowance shall be paid by Tenant out of its own funds once the Tenant Improvement Allowance is exhausted, 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 commercially reasonable and customary construction contract (collectively, the "Contract"). Prior to the commencement of the construction of any phase 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 in connection with the design and construction of the relevant phase of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the estimated total costs of the work of the relevant phase of the Tenant Improvements (each, a "Final Budget"). Any costs of design and construction of the Tenant Improvements in excess of the Tenant Improvement Allowance shall be paid by Tenant out of its own funds once the Tenant Improvement Allowance is exhausted, 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 commercially reasonable and customary construction contract, reasonably approved by Landlord (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 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 2.2.1.8], 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, which costs form a basis for the estimated total costs of the work of the Tenant Improvement project (the "Final Costs"). 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) is referred to herein as the "Over-Allowance Amount". The Over-Allowance Amount shall be paid by Tenant out of its own funds following the disbursement of any of the then remaining portion of 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 as an addition to the Over-Allowance Amount 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

Construction Contract; Cost Budget. Tenant shall submit to Landlord a copy of the construction contract and general conditions with Contractor (the “Contract”) for Landlord’s records. Prior to the commencement of the construction of the Tenant Improvements, Tenant shall provide Landlord with a written detailed cost breakdown (the “Final Costs Statement”), by trade, of the final costs to be incurred, or which have been 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 (which costs 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 (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 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), and (iii)])])] above prior to Tenant paying such costs.

Construction Contract; Cost Budget. Tenant shall engage the Contractor under a contract reasonably approved by Landlord (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 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 2.2.1.8], above, in connection with the design and construction of the 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 “Anticipated Costs”). In the event that the Anticipated Costs 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 Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, 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 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.

Construction Contract; Cost Budget. Tenant shall engage the Contractor under a contract reasonably approved by Landlord (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 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 2.2.1.8], above, in connection with the design and construction of the 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 “Anticipated Costs”). In the event that the Anticipated Costs 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 Anticipated Costs any amounts expended in connection with the preparation of the Construction Drawings, 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 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.

Construction Contract; Cost Budget Prior to Tenant's execution of the construction contract and general conditions with the Contractor (the "Contract"), upon request by Landlord, Tenant shall submit the Contract to Landlord for its approval with regard to proper insurance and licensing requirements and any other areas which may adversely affect Landlord's interest in the Building, and which approval shall not be unreasonably withheld or delayed by more than ​ (​) business days after Landlord's receipt of 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 detailed breakdown, by trade, of the final 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"). Prior to the commencement of construction of the Tenant Improvements, and after written request of Landlord, Tenant shall supply Landlord with such bank account information as is appropriate to demonstrate that Tenant has cash or liquid assets sufficient to pay for the anticipated Final Costs of the Tenant Improvements. Tenant shall be responsible to pay Contractor the difference between the amount of the Final Costs (including increased costs of design and construction) and the amount of the Tenant Improvement Allowance.

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 Improvements, and after Tenant has accepted all bids for the Improvements, Tenant shall provide Landlord with a # a copy of the fully executed Contract, # Tenant's proposed construction schedule for the construction and completion of the Improvements (the "Construction Schedule"), and # 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 2.2.1.8], above, in connection with the design and construction of the 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"). The Final Costs provided by Tenant shall include two (2) separate schedules of values for the Improvements: # 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 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 # the second of which shall include the remainder of the work required in connection with the construction of the 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 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 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 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), (ii), (iii) and (iv) of this Work Letter, above, for Landlord's approval, prior to Tenant paying such costs.

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. 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 same, and Landlord’s failure 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 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 2.2.1.11], 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, which costs form a basis for the amount of the Contract (the "Final Costs"). As used herein, the "Over-Allowance Amount" means the dollar 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 for payment of the Over-Allowance Amount. 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 bears to the Final Costs, less Final Retention. In the event that 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 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 Tenant Improvements shall not commence until # Landlord has approved the Contract, and # Tenant has procured and delivered to Landlord a copy of all Permits.