Common use of Cost Proposal Clause in Contracts

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 above, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working DrawingsDrawings setting forth the reconciled bids and copies of all sub-bids, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost ProposalCOST PROPOSAL"). The Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord does not guaranty the accuracy of the and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost ProposalProposal as soon as reasonably possible. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost ProposalPARTIAL COST PROPOSAL")) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five seven (57) business days of the receipt of the same (same, or, as to a Partial Cost Proposal, Proposal within two five (25) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as the case may be) that , and to commence the construction relating to such items. If Tenant desires disapproves the Cost Proposal or Partial Cost Proposal, Tenant shall provide Landlord with a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to revise work with each other and Contractor to address Tenant's reasons for disapproving the Approved Working Drawings to reduce Cost Proposal or Partial Cost Proposal, whichever is the amount of the case and a new Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes applicable) shall be made to the Approved Working Drawings only in accordance with Section 2.7 above prepared and the revised Working Drawings process described in this Section 4.2 shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantrepeated. The date by which Tenant has approved must approve and deliver the Cost Proposal, Proposal or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." COST PROPOSAL DELIVERY DATE". The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve or disapprove and deliver the Cost Proposal to Landlord within five (5) business days of the Business Days after Tenant’s receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of Business Days after Tenant’s receipt of the same); provided, or (ii) notify Landlord within five (5) business days after Tenant's receipt of however, that if Tenant disapproves the Cost Proposal (or any such Partial Cost Proposal, as the case may be) that together with such disapproval Tenant desires must deliver to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case Landlord such proposed changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided as will permit Landlord to the Contractor for repricing whereupon Landlord shall revise the obtain a Cost Proposal (or Partial Cost ProposalProposal that would be acceptable to Tenant, as the case may be) for Tenant's which proposed changes shall be subject to Landlord’s reasonable approval. This procedure shall be repeated until the Tenant’s failure to timely respond to any Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Proposal shall be deemed Tenant’s approval of same. The date by which Tenant has approved approves the Cost Proposal, or the last Partial Cost ProposalProposal from Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ” The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal. Notwithstanding anything above to the contrary, if upon Landlord’s delivery of any Partial or final Cost Proposal to Tenant, the Over-Allowance Amount (as defined below) is determined to be greater than an amount equal to twenty-five percent (25%) of the Tenant Improvement Allowance (the “Over-Allowance Cap”), then Landlord, in Landlord’s sole discretion, shall have the right to revise the Approved Working Drawings and/or any other Construction Drawings (and submit the same to Tenant for Tenant’s approval, which approval shall not be unreasonably withheld) to reduce the Over-Allowance Amount to an amount less than the Over-Allowance Cap and Landlord may refuse to sign any construction contract until such revisions to the Approved Working Drawings and/or any other Construction Drawings are approved by Tenant.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all TI Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements and shall include a so-called guaranteed maximum price proposal from Landlord’s Contractor (collectively, the "“Cost Proposal"”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. Landlord does not guaranty the accuracy of The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal. Notwithstanding , Landlord shall cause the foregoing, portions of Contractor to solicit at least three bids from each subcontractor trade for which the total cost of the Tenant Improvements may be delivered is expected to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")exceed $10,000. Tenant shall either (i) have the right to propose one subcontractor to be included in the bidding for each trade, subject to Landlord’s reasonable approval. Landlord will consult with Tenant prior to approving the subcontractors to whom it will be bid and Tenant may review bid packages at Tenant’s request. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days Business Days of the receipt of the same (or, as and if Tenant fails to a Partial comment on the Cost Proposal within such five Business Day period then Tenant shall be deemed to have approved the Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord provided, however, Tenant shall have the right to request Tenant Changes to the Approved Working Drawings within such five (5) business days after Tenant's Business Days, following its receipt of the Cost Proposal for the purpose of value engineering (in which event the Landlord will cause its contractor to provide a new Cost Proposal to Landlord and Tenant following its receipt and approval of modified drawing showing such Tenant Change (such approval not to be unreasonably withheld, conditioned or Partial delayed)). Upon Tenant’s approval, or deemed approval, of a Cost ProposalProposal by Landlord, as Landlord shall be released by Tenant to cause the case may be) that Tenant desires Contractor to revise purchase the Approved Working Drawings to reduce the amount of items set forth in the Cost Proposal (and to commence the construction relating to such items. The date on which Tenant approves or Partial Cost Proposal, as the case may be), in which case such changes shall be made is deemed to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise approve the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." The total ”. Landlord and Tenant acknowledge that Landlord has provided Tenant with a copy of all Partial Cost Proposalsthe basis of design for the Building core and shell improvements completed by Landlord prior to the Effective Date, a copy of which is attached as Attachment 6 (the “BBW Scope”), together with the architect’s certificate of substantial completion for the applicable work. Landlord makes no represenation or warranty regarding the sufficiency or condition of the BBW Scope or the accuracy of the architect’s statements; provided, however, if anytimely and adequate notice has been given and if Landlord has guarantees, contract rights, or other claims against contractors, materialmen, architects, suppliers or manufacturers with respect to the work performed pursuant to the BBW Scope or any portion thereof prior to the Effective Date, Landlord shall be known as exercise commercially reasonable efforts to enforce such guarantees or contract rights at no cost or expense to Tenant. In no event shall the Cost ProposalProposal or the cost of the Tenant Improvements include the costs to design or construct items delineated as Core & Shell on Attachment 2.

Cost Proposal. After Following the Approved Working Drawings are approved by Landlord and Tenantselection of Contractor, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawingsbased upon Contractor’s bid, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). The date on which Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver delivers the Cost Proposal to Landlord Tenant shall be known hereafter as the “Cost Proposal Delivery Date”. If, within five (5) business days of Business Days following the receipt of Cost Proposal Delivery Date, Tenant approves the same (or, as Cost Proposal or does not respond to a Partial the Cost Proposal, within two (2) business days of receipt of Landlord shall be released by Tenant to purchase the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of items set forth in the Cost Proposal (or Partial and to commence the construction relating to such items. If Tenant disapproves the Cost Proposal, as Tenant will specify the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposalbasis for such disapproval in reasonable detail and, as the case may beassuming Landlord does not reject Tenant’s proposed change(s), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall will revise the Cost Proposal (or Partial Cost Proposal, as and submit the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by same to Tenant. The date scope of Tenant’s review of any such revised Cost Proposal will be limited to Landlord’s correction of the items specified by which Tenant in Tenant’s notice of disapproval. Tenant will notify Landlord of Tenant’s approval or disapproval of such revised Cost Proposal within three (3) Business Days following receipt of same, and this process will continue (with Tenant responding within three (3) Business Days in each case) until Tenant has approved the Cost Proposal; provided, or however, that if Tenant disapproves the last Partial Cost Proposal, as the case may beincluding any revised version thereof, shall any delay in construction resulting from any such further disapproval will be known hereafter as the "Cost Proposal Delivery DateTenant Delay." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a reasonably detailed cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the total cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either (i) have the right to meet and confer with Landlord regarding such Cost Proposal. Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's ’s receipt of thereof. The date by which Tenant must approve and deliver the Cost Proposal (or Partial Cost Proposal, shall be known hereafter as the case may be“Cost Proposal Delivery Date.” Notwithstanding anything above to the contrary, if upon Landlord’s delivery of any Partial or final Cost Proposal to Tenant, the Over-Allowance Amount (as defined below) that is determined to be greater than an amount equal to twenty-five percent (25%) of the Tenant desires Improvement Allowance (the “Over-Allowance Cap”), then Landlord, in Landlord’s sole discretion, shall have the right to revise the Approved Working Drawings and/or any other Construction Drawings (and resubmit the same to Tenant for Tenant’s approval to be provided pursuant to the approval procedures and standards set forth in Section 3.3 above) to reduce the Over-Allowance Amount to an amount of less than the Cost Proposal (or Partial Cost Proposal, as the case Over-Allowance Cap and Landlord may be), in which case refuse to sign any construction contract until such changes shall be made revisions to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working and/or any other Construction Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is are approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty Tenant shall approve (by written notice) or disapprove (for reasonable reasons) the accuracy Cost Proposal within three (3) business days of Tenant’s receipt of the Cost Proposal. Notwithstanding If Tenant approves the foregoingCost Proposal then, portions Tenant shall deliver the same to Landlord and upon landlord’s receipt of the cost Cost Proposal, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal and to commence the construction relating to such items. If Tenant disapproves the Cost Proposal, Landlord shall cause the Cost Proposal to be modified to adjust the scope of the Improvements in a manner acceptable to Landlord and Tenant Improvements may be delivered and/or otherwise take into account the items reasonably disapproved by Tenant. Landlord shall then re-submit the modified Cost Proposal to Tenant as such portions for Tenant’s approval (in the manner set forth above). This process shall continue until the Cost Proposal is approved by Tenant. Any delay of the Substantial Completion of the Improvements caused by the foregoing process shall constitute a Tenant Improvements are priced Delay. The date by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). which Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date”." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings for the Tenant Improvements for the Phase I Premises, or the Phase II Premises as applicable, are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working DrawingsDrawings for the Tenant Improvements for the Phase I or Phase II Premises, as applicable, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items to be incurred by Tenant in connection with the construction of the constructing such Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty will use good faith efforts to ensure the accuracy of Contractor pursues the Cost Proposalbest price and competitive bids for all subcontractors. Notwithstanding the foregoing, portions of the cost of the such Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item by item or trade-by-trade basis), even before by trade basis and/or on the Approved Working Drawings are completed basis of bifurcating between the Phase I Premises and Phase II Premises) (the "each a “Partial Cost Proposal"”). Tenant shall either (i) approve and deliver or reject the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as applicable, on or before five (5) Business Days after receipt thereof. With respect to the case may be) that Tenant desires to revise Phase I Premises or the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost ProposalPhase II Premises, as applicable, the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the approves such Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." The ” If Landlord chooses to provide Tenant with Partial Cost Proposals, then the total of all Partial Cost Proposals, if any, Proposals shall be known as the “Cost Proposal”. If Tenant rejects any line item cost of any Partial Cost Proposal or Cost Proposal, Tenant may seek bids for Landlord’s consideration, but any time spent doing so shall be deemed a Tenant Delay. After Tenant’s approval of the Cost Proposal, both Landlord and Tenant shall use commercially reasonable efforts to keep the costs of constructing the Tenant Improvements at or under the amount set forth in the approved Cost Proposal; provided, however, in no event shall Landlord be in default under the Lease or this Tenant Work Letter or have any liability (nor shall Tenant have any remedy against Landlord under the Lease or this Tenant Work Letter) if the actual costs of constructing the Tenant Improvements exceeds the amount set forth in such approved Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all TI Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements and shall include a so-called guaranteed maximum price proposal from Landlord’s Contractor (collectively, the "“Cost Proposal"”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. Landlord does not guaranty the accuracy of The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal. Notwithstanding , Landlord shall cause the foregoing, portions of Contractor to solicit at least three bids from each subcontractor trade for which the total cost of the Tenant Improvements may be delivered is expected to Tenant as such portions of the Tenant Improvements are priced by Contractor exceed Ten Thousand and No/100 Dollars (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"$10,000). Tenant shall either (i) have the right to propose one subcontractor to be included in the bidding for each trade, subject to Landlord’s reasonable approval. Landlord will consult with Tenant prior to approving the subcontractors to whom it will be bid and Tenant may review bid packages at Tenant’s request. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days Business Days of the receipt of the same (or, as and if Tenant fails to a Partial comment on the Cost Proposal, Proposal within two (2) business days of receipt of the same), or (ii) notify Landlord within such five (5) business days after Tenant's Business Day period then Tenant shall be deemed to have approved the Cost Proposal), provided, however, Tenant shall have the right to request Tenant Changes to the Approved Working Drawings within such five (5) Business Days, following its receipt of the Cost Proposal for the purpose of value engineering (in which event the Landlord will cause Contractor to provide a new Cost Proposal to Landlord and Tenant following its receipt and approval of modified drawing showing such Tenant Change (such approval not to be unreasonably withheld, conditioned or Partial delayed)). Upon Tenant’s approval, or deemed approval, of a Cost ProposalProposal by Landlord, as Landlord shall be released by Tenant to cause the case may be) that Tenant desires Contractor to revise purchase the Approved Working Drawings to reduce the amount of items set forth in the Cost Proposal (and to commence the construction relating to such items. The date on which Tenant approves or Partial Cost Proposal, as the case may be), in which case such changes shall be made is deemed to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise approve the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date”." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After Landlord shall (i) solicit cost proposal bids for the Approved Working Drawings are approved by Landlord cost of all Tenant Improvements Allowance Items to be incurred in connection with the design and Tenantconstruction of the Tenant Improvements from the two (2) Bidding Contractors and (ii) select as the Contractor the Bidding Contractor providing the lowest bid for the Tenant Improvements. Upon selecting the Contractor, Landlord shall provide Tenant with a cost proposal (the “Cost Proposal”) from the Contractor in accordance with the Approved Working DrawingsConstruction Documents, which cost proposal Cost Proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design (including, without limitation, all fees of the Architect/Space Planner and the Engineers and all other “soft costs”) and construction of the Tenant Improvements (Improvements. If the "Cost Proposal")Proposal is equal to or less than the Tenant Improvement Allowance, Tenant shall be deemed to have approved the Cost Proposal upon receipt. If the Cost Proposal is greater than the Tenant Improvement Allowance, then Landlord does not guaranty shall cooperate with Tenant’s efforts to value engineer the accuracy Approved Construction Documents to reduce the amount of the Cost Proposal. Notwithstanding the foregoingProposal so long as achievement of a Lease Commencement Date of April 1, portions of the cost of the Tenant Improvements may 2008 will not, in Landlord’s reasonable judgment, be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis)jeopardized; provided, even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either however, (i) any modification of the Approved Construction Documents as a result of Tenant’s value engineering efforts shall be subject to Landlord’s reasonable approval and (ii) if the efforts of Tenant to value engineer the Cost Proposal do not result in Tenant’s written approval of a revised Cost Proposal (as value engineered) by the date which is fifteen (15) business days following delivery of the original Cost Proposal to Tenant, then Tenant shall be deemed to have approved the original Cost Proposal. Upon Tenant’s approval or deemed approval of the original or revised Cost Proposal and, in the case of a revised Cost Proposal, approval by Landlord, Landlord shall be released by Tenant to (i) retain the Contractor and (ii) purchase the items set forth in the approved or deemed approved Cost Proposal and commence the construction relating to such items. The date by which Tenant must approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.”

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (orsame, as to a Partial Cost Proposal, within two (2) business days of and upon receipt of the same)same by Landlord, or (ii) notify Landlord within five (5) business days after Tenant's receipt of shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as and to commence the case may be) that Tenant desires construction relating to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal to Landlord shall be known hereafter as the "“Cost Proposal Delivery Date”. Notwithstanding the foregoing, Tenant shall have the one-time right to object to such Cost Proposal prior to the Cost Proposal Delivery Date by providing Landlord with written notice of such objection, and which notice shall specifically identify, in detail, the proposed changes that Tenant desires such the Cost Proposal would be acceptable to Tenant, as well as Tenant’s desired pricing parameters. In the event Tenant so objects to the Cost Proposal, Tenant shall work directly with the Architect and/or Engineers to revise the Final Space Plan and/or Approved Working Drawings (as applicable), and resubmit the Final Space Plan and/or Approved Working Drawings (as applicable) to Landlord within three (3) business days following Tenant’s objection, which revised Final Space Plan and/or Approved Working Drawings (as applicable) shall be subject to Landlord’s approval in accordance with the provisions of Section 3 of this Work Letter, and following the approval of the revised Final Space Plan and/or Approved Working Drawings (as applicable) by Landlord and Tenant, Landlord shall submit a revised cost proposal “Revised Cost Proposal” to Tenant for its approval in accordance with the terms set forth above in this Section 4.2. The date by which Tenant must approve and deliver the Cost Proposal to Landlord shall be known hereafter as the “Revised Cost Proposal Delivery Date." The total of all Partial ” In the event Tenant fails to approve or timely object to the original Cost ProposalsProposal or Revised Cost Proposal on or before the Cost Proposal Delivery Date, if anyor the Revised Cost Proposal Delivery Date, respectively, such failures shall be known as deemed to be Tenant delays subject to the Cost Proposalterms of Section 5.2 of this Work Letter.

Cost Proposal. After the Approved Working Drawings are approved signed by ------------- Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-by- item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (same, or, as to a Partial Cost Proposal, Proposal within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires , and to revise commence the Approved Working Drawings construction relating to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, Proposal or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." ". The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Tenant shall submit a list of subcontractors to be provided by Tenant within ten (10) business days following full execution of the Lease, which list shall be reasonably approved by Landlord, and which shall be included in the list of subcontractors to be considered by Landlord for construction of the Tenant Improvements. For those subcontractors which Landlord has approved, Landlord shall solicit bids from at least three (3) subcontractors (at least two (2) of which shall be from Tenant's list approved by Landlord) for each item in connection with the construction of the Tenant Improvements. Landlord shall select the lowest qualified (in Landlord's sole discretion) bid for purposes of the Cost Proposal (defined below). Within five (5) business days after Landlord receives such bids from said subcontractors, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost XXXXXX XXXX XXXXXXXXX XXXX [Kofax Image Products, Inc.] 66 proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost COST Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five fifteen (515) business days of the receipt of the same (orsame, as to a Partial Cost Proposal, within two (2) business days of and upon receipt of the same)same by Landlord, or (ii) notify Landlord within five (5) business days after Tenant's receipt of shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as and to commence the case may be) that Tenant desires construction relating to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal to Landlord shall be known hereafter as the "Cost Proposal Delivery Date"." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord or disapprove and deliver Tenant’s reasons for such disapproval within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two three (23) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of . If Tenant disapproves the Cost Proposal (or a Partial Cost Proposal, as the case may be) that Tenant desires parties shall thereafter negotiate in good faith to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for remove Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant’s objections. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ” The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal. Notwithstanding anything above to the contrary, if upon Landlord's delivery of any Partial or final Cost Proposal to Tenant, the Over-Allowance Amount (as defined below) is determined to be greater than an amount equal to twenty- five percent (25%) of the Tenant Improvement Allowance (the "Over-Allowance Cap"), then Landlord, in Landlord's sole discretion, shall have the right to revise the Approved Working Drawings and/or any other Construction Drawings (and resubmit the same to Tenant for Tenant's approval to be provided pursuant to the approval procedures and standards set forth in Section 3.3 above) to reduce the Over-Allowance Amount to an amount less than the Over-Allowance Cap and Landlord may refuse to sign any construction contract until such revisions to the Approved Working Drawings and/or any other Construction Drawings are approved by Tenant.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five two (52) business days Business Days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify deliver notice of Tenant’s election to modify the Approved Working Drawings in order to reduce the cost of the Tenant Improvements. Tenant hereby acknowledges and agrees that Tenant shall only have the right to modify the Approved Working Drawings if the Cost Proposal exceeds $90.00 per rentable square foot of the New Premises. In the event that Tenant shall fail to timely deliver its election under item (i) or item (ii), above, the same shall be deemed to be a Tenant Delay for purposes of this Tenant Work Letter until such time as Tenant shall make its election pursuant to the terms hereof. In the event that Tenant shall elect item (ii), above, then (a) Landlord within five and Tenant shall diligently cooperate on a commercially reasonable basis to effectuate Tenant’s desires changes (5all of which shall be subject to Landlord’s approval, which shall not be unreasonably withheld), and (b) business days after any delays resulting from Tenant's ’s delay in delivering the notice under item (ii) (commencing upon the expiration of the 2-Business Day period) shall be deemed to be a Tenant Delay for purposes of this Tenant Work Letter. Subject to the terms of the foregoing sentence, upon receipt of Tenant’s approval of the Cost Proposal (or Partial Cost Proposalby Landlord, as Landlord shall be released by Tenant to purchase the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of items set forth in the Cost Proposal (or Partial Cost Proposal, as and to promptly commence the case may be), in which case construction relating to such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Dateitems." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all TI Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements and shall include a so-called guaranteed maximum price proposal from Landlord’s Contractor together with a construction schedule (collectively, the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis”), even before which Cost Proposal shall include, among other things, the Approved Working Drawings are completed (the "Partial Contractor’s fee, general conditions, and a reasonable contingency. The Cost Proposal")Proposal may include early trade release packages for long lead time matters such as mechanical equipment. Tenant shall either have the right to propose one subcontractor to be included in the bidding for each trade, subject to Landlord’s reasonable approval. Landlord will consult with Tenant prior to approving the subcontractors to whom it will be bid and Tenant may review bid packages at Tenant’s request. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Tenant shall approve (ior reasonably disapprove) approve and deliver the Cost Proposal to Landlord within five (5) business days of Business Days after the receipt of the same (orsame, as provided, however, Tenant shall have the right to a Partial Cost Proposal, request Tenant Changes to the Approved Working Drawings within two (2) business days of receipt of the same), or (ii) notify Landlord within such five (5) business days after Tenant's Business Days, following its receipt of the Cost Proposal for the purpose of value engineering (in which event Landlord will cause its contractor to provide a new Cost Proposal to Landlord and Tenant following its receipt and approval of modified drawing showing such Tenant Change (such approval not to be unreasonably withheld, conditioned or Partial delayed)). Upon Tenant’s approval of a Cost ProposalProposal by Landlord, as Landlord shall be released by Tenant to cause the case may be) that Tenant desires Contractor to revise purchase the Approved Working Drawings to reduce the amount of items set forth in the Cost Proposal and to commence the construction relating to such items (the date on which Tenant approves or Partial Cost Proposal, as the case may be), in which case such changes shall be made is deemed to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise approve the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date”)." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two five (25) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ” The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal"). , Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as reasonably possible, the cost of all TI Allowance Items the Total Construction Costs to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either (i) approve and deliver notify Landlord whether it approves the Cost Proposal (such approval not to Landlord be unreasonably withheld) within five (5) business days Business Days after Xxxxxxxx’s submission thereof. If Tenant reasonably disapproves of the receipt Cost Proposal, then Tenant shall notify Landlord thereof specifying in reasonable detail the revisions to the Approved Working Drawings to achieve the necessary cost savings. Landlord shall revise the Approved Working Drawings to address Xxxxxx’s requested revisions in a manner reasonably acceptable to Landlord and obtain a revised Cost Proposal reflecting such revisions and submit the revised Cost Proposal to Tenant for its review and reasonable approval. Tenant shall notify Landlord in writing whether it approves or reasonably disapproves of the same revised Cost Proposal within two (2) Business Days after its receipt thereof. If Tenant again reasonably disapproves of such Cost Proposal, then Tenant shall notify Landlord thereof specifying in reasonable detail the revisions to the Approved Working Drawings to achieve the necessary cost savings and the foregoing revision process shall be repeated until Tenant approves the revised Cost Proposal. If Tenant fails to notify Landlord that it approves or reasonably disapproves of the initial Cost Proposal within five (5) Business Days (or, as to in the case of a Partial resubmitted Cost Proposal, within two (2) business days of receipt of Business Days) after the same)submission thereof, then, solely at Landlord’s option, Tenant shall be deemed to have approved the Cost Proposal in question. Tenant’s approval (or (iideemed approval) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount shall be deemed approval of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery DateExcess Costs resulting therefrom." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Upon receipt of Approved Working Drawings are approved by Landlord and TenantDrawings, Landlord shall by the Pharmacy – Tenant Improvement Cost Proposal Delivery Deadline set out in Schedule 1, provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant Landlord in connection with the design and construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either (i) approve review and deliver its approval or disapproval to the Cost Proposal to Landlord within five fifteen (515) business days of the receipt of the same, and upon receipt of the same (or, as to a Partial by Landlord. If Tenant disapproves any aspect of the Cost Proposal, Tenant shall advise Landlord in writing of such disapproval and the reasons therefor within two said timeframe. Landlord shall then endeavor to address the Tenant’s disapproval by revisions to or adjustments to the Cost Proposal, incorporating the revisions requested by Tenant, and within fifteen (215) business days of receipt resubmit the same to Tenant for approval. Timing is of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of essence in reaching agreement on the Cost Proposal (or Partial and the parties here to agree to proceed in good faith to reach agreement on the Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall process will be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is mutually approved by Landlord and Tenant. The approved Cost Proposal shall be referred to herein as the “Approved Cost Proposal.” 4.2.1 The date by upon which Tenant has and Landlord have approved the Approved Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal shall be known hereafter as the "“Approved Cost Proposal Delivery Date”, Landlord shall be permitted to purchase the items set forth in the Approved Cost Proposal and to commence the construction relating to such items upon the Approved Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord Tenant shall provide Tenant Landlord with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal")) for Landlord’s approval (not to be unreasonably withheld, conditioned or delayed) solely for the purpose to ensure the costs of Improvement Allowance Items have not been unreasonably and/or intentionally overstated. Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item shall approve or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver disapprove the Cost Proposal to Landlord for such purpose within five (5) business days of the receipt of the same (or, as to a Partial same. If Landlord disapproves any portion of the Cost Proposal, within two (2) business days Landlord shall provide Tenant with a list of receipt of the same), or (ii) notify Landlord unreasonable and/or overstated Improvement Allowance Items and Tenant shall prepare and deliver a revised Cost Proposal for Landlord’s approval within five (5) business days after Tenant's following Landlord’s disapproval. The parties shall repeat the process set forth in this Section 4.2 until the Cost Proposal is approved. Upon receipt of the approved Cost Proposal (or Partial Cost Proposalby Landlord, as Landlord shall commence releasing the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only Improvement Allowance in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant2.2 above. The date by which Tenant has approved Landlord approves the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal shall be known hereafter as the "Cost Proposal Delivery Date"." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty shall obtain from Contractor construction costs (plus) basis on approved Tenant specification for the accuracy Tenant Improvements work, including change orders. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Landlord anticipates that Contractor shall arrange plumbing, HVAC, electrical and fire control on a design/build basis, and that the remainder of the Cost Proposalwork shall be put to bid to at least three (3) qualified subcontractors. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal")”) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (same, or, as to a Partial Cost Proposal, Proposal within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires , and to revise commence the Approved Working Drawings construction relating to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, Proposal or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ”. The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord cause the Contractor to competitively bid the subcontracts with the major trades to at least three (3) subcontractors in each such major trade and based on that bidding process shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Expansion Space Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Expansion Space Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Expansion Space Improvements may be delivered to Tenant as such portions of the Tenant Expansion Space Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five ten (510) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two five (25) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-–by-–item or trade-–by-–trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt . Landlord’s approval of the Cost Proposal (same shall not be unreasonably withheld, conditioned or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantdelayed. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ” The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall solicit bids from the Bidding Contractors for the construction of the Third Expansion Space Improvements and shall provide Tenant with a cost proposal in accordance with the Approved Working Drawingsfrom each Bidding Contractor, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items Third Expansion Space Improvements costs to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "Cost Proposal")Third Expansion Space Improvements. Landlord does agrees to select the Bidding Contractor with the lowest cost proposal; provided that Landlord reserves the right to reject the cost proposal of any Bidding Contractor that Landlord reasonably believes to contain material errors or omission or which is not guaranty the accuracy of the Cost Proposala fixed price contract or a guaranteed maximum price contract proposal. Notwithstanding the foregoing, portions Landlord shall provide Tenant with copies of the cost proposals from all of the Bidding Contractors and consult with Tenant Improvements may as to the selection of the Bidding Contractor for a period of five (5) business days after receipt of the cost proposals from all of the Bidding Contractors. The Bidding Contractor selected by Landlord is referred to herein as the “Contractor.” The cost proposal of the Contractor is referred to herein as the “Cost Proposal.” The Cost Proposal shall be delivered submitted to Tenant as such portions for Tenant’s approval no later than the date that is the second business day after Landlord gives Tenant notice of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before selection of the Approved Working Drawings are completed (the "Partial Cost Proposal")Contractor. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ” The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal. Within five (5) business days after receipt from Landlord of Cost Proposal, Tenant may propose modifications to the Approved Working Drawings to reduce the cost of Third Expansion Space Improvements, approval of which by Landlord shall not be unreasonably withheld, conditioned or delayed, and upon such approval Landlord shall submit a revised Cost Proposal; provided that in no event shall the Third Expansion Space Improvements be modified so as to be lesser in scope or quality than Building standard improvements. The process of Tenant proposing modifications of the Approved Working Drawings, Landlord’s review and approval or disapproval of those modifications and any resulting revisions to the Construction Drawings, re-bidding and modification of a Cost Proposal is referred to herein as the “Value Engineering Process.”

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (same, or, as to a Partial Cost Proposal, Proposal within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires , and to revise commence the Approved Working Drawings construction relating to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, Proposal or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." ". The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord or disapprove of the Cost Proposal within five (5) business days of the receipt of the same (or, such 5-business day period to be referred to herein as to a Partial the "Cost Proposal Approval Period"). In the event that Tenant shall disapprove of the Cost Proposal, within two (2) business days of receipt of the same)Tenant shall, or (ii) notify concurrently therewith, provide Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made with revisions to the Approved Working Drawings only in accordance with Section 2.7 above and that are reasonably intended to reduce the revised Working Drawings cost of the Tenant Improvements. Any such changes shall be provided subject to the Contractor for repricing whereupon approval of Landlord, which shall not be unreasonably withheld. Following Landlord approval of any changes, Landlord shall revise the have a new Cost Proposal (or Partial Cost Proposal, prepared and delivered to Tenant as the case may be) provided for hereinabove for Tenant's approval. This procedure The foregoing process shall be repeated until Tenant approves and delivers the Cost Proposal. The period of time following the expiration of the Cost Proposal (or Partial Approval Period attributable to Landlord's first submission to Tenant of a Cost Proposal, as Proposal and continuing until Tenant approves of the case may be) is approved by Cost Proposal shall be considered a Tenant Delay for purposes of this Tenant Work Letter. Upon Tenant. The date by which Tenant has approved 's approval and delivery of the Cost Proposal, or Landlord shall be released by Tenant to purchase the last Partial items set forth in the Cost Proposal, as Proposal and to commence the case may be, construction relating to such items. The date upon which Tenant approves and delivers the Cost Proposal to Landlord shall be known hereafter as the "Cost Proposal Delivery Date"." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ” The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal. Notwithstanding anything above to the contrary, if upon Landlord’s delivery of any Partial or final Cost Proposal to Tenant, the Over-Allowance Amount (as defined below) is determined to be greater than an amount equal to twenty- five percent (25%) of the Tenant Improvement Allowance (the “Over-Allowance Cap”), then Landlord, in Landlord’s sole discretion, shall have the right to revise the Approved Working Drawings and/or any other Construction Drawings (and resubmit the same to Tenant for Tenant’s approval to be provided pursuant to the approval procedures and standards set forth in Section 3.3 above) to reduce the Over-Allowance Amount to an amount less than the Over-Allowance Cap and Landlord may refuse to sign any construction contract until such revisions to the Approved Working Drawings and/or any other Construction Drawings are approved by Tenant.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements Improvements, and which shall also include the bid amount submitted by each qualified major subcontractor (the "“Cost Proposal"”). ; provided, however, the Contractor shall be required to bid each of the major subcontractors (defined as scopes in excess of $400,000) with at least three (3) qualified subcontractors, and Landlord does not guaranty shall, unless otherwise directed by Tenant at the accuracy of time Tenant approves the Cost Proposal, select the lowest cost bid which is conforming and consistent with the bid assumptions and directions. Notwithstanding the foregoing, portions of the cost of the All such bidding shall be on an “open book” basis so that Tenant Improvements may be delivered present at the opening of each bid and Tenant shall in any event receive copies of all bid solicitations and responses to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")and from prospective bidders. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (orsame, as to a Partial provided that if, upon receipt of the initial Cost Proposal, within two (2) business days of receipt of the same)Tenant wishes to re-bid or negotiate certain trades, or (ii) notify Landlord within five (5) business days after Tenant's receipt to modify the scope of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise portions of the Approved Working Drawings to reduce the amount of the Cost Proposal (cost, or Partial Cost Proposalotherwise engage in value-engineering, as the case may be)Landlord and Contractor shall reasonably cooperate with Tenant to obtain such revised pricing and perform such value engineering; provided, in which case such changes however, any delay resulting therefrom shall be subject to the terms of Section 5.2.5, below. Any changes made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided submitted to the Contractor Landlord for repricing whereupon review and approval, not to be unreasonably withheld, prior to Landlord’s delivery to Tenant of a revised Cost Proposal. Upon receipt of Tenant’s approved Cost Proposal by Landlord, Landlord shall revise be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as and to commence the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantconstruction relating to such items. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal to Landlord shall be known hereafter as the "“Cost Proposal Delivery Date." The total of all Partial Cost Proposals”. Notwithstanding Tenant’s right to approve the subcontractors, if any, each subcontractor shall be known as a contractor only of the Cost ProposalContractor and/or Landlord, and Tenant shall have no liability to any subcontractor under any subcontract or otherwise with respect to the Premises.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”'). Landlord does not guaranty shall obtain from Contractor construction costs (plus) basis on approved Tenant specification for the accuracy Tenant Improvements work, including change orders. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Landlord anticipates that Contractor shall arrange plumbing, HVAC, electrical and fire control on a design/build basis, and that the remainder of the Cost Proposalwork shall be put to bid to at least three (3) qualified subcontractors. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-item by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal")”) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five ten (510) business days of the receipt of the same (same, or, as to a Partial Cost Proposal, Proposal within two five (25) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires , and to revise commence the Approved Working Drawings construction relating to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, Proposal or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ”. The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Upon receipt of Approved Working Drawings are approved by Landlord and TenantDrawings, Landlord shall by the Project—Tenant Improvement Cost Proposal Delivery Deadline set out in Schedule 1, provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant Landlord in connection with the design and construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either (i) approve review and deliver its approval or disapproval to the Cost Proposal to Landlord within five fifteen (515) business days of the receipt of the same, and upon receipt of the same (or, as to a Partial by Landlord. If Tenant disapproves any aspect of the Cost Proposal, Tenant shall advise Landlord in writing of such disapproval and the reasons therefor within two said timeframe. Landlord shall then endeavor to address the Tenant’s disapproval by revisions to or adjustments to the Cost Proposal, incorporating the revisions requested by Tenant, and within fifteen (215) business days of receipt resubmit the same to Tenant for approval. Timing is of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of essence in reaching agreement on the Cost Proposal (or Partial and the parties here to agree to proceed in good faith to reach agreement on the Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall process will be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is mutually approved by Landlord and Tenant. The approved Cost Proposal shall be referred to herein as the “Approved Cost Proposal.” 4.2.1 The date by upon which Tenant has and Landlord have approved the Approved Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal shall be known hereafter as the "“Approved Cost Proposal Delivery Date”. Landlord shall be permitted to purchase the items set forth in the Approved Cost Proposal and to commence the construction relating to such items upon the Approved Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ”. The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal. Notwithstanding anything above to the contrary, if upon Landlord’s delivery of any Partial or final Cost Proposal to Tenant, the Over-Allowance Amount (as defined below) is determined to be greater than an amount equal to twenty-five percent (25%) of the Tenant Improvement Allowance (the “Over-Allowance Cap”), then Landlord, shall have the right to revise the Approved Working Drawings and/or any other Construction Drawings (and resubmit the same to Tenant for Tenant’s approval to be provided pursuant to the approval procedures and standards set forth in Section 3.3 above) to reduce the Over-Allowance Amount to an amount less than the Over-Allowance Cap and Landlord may refuse to sign any construction contract until such revisions to the Approved Working Drawings and/or any other Construction Drawings are approved by Tenant.

Cost Proposal. After the Approved Working Drawings Documents are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty The Cost Proposal provided to Tenant for its review and approval shall not, unless otherwise requested by Tenant or with regard to Tenant’s Particular Features, include any overtime charges from the accuracy Contractor or any subcontractors. In addition, the schedule provided to Tenant with regard to the construction of the Cost ProposalTenant Improvements shall not, unless otherwise requested by Tenant or with regard to Tenant’s Particular Features, include overtime charges and any overtime charges incurred with regard to such construction (except to the extent resulting from any Tenant request for expediting the schedule or relating to Tenant’s Particular Features) shall be the sole responsibility of Landlord and shall not be deducted from the Tenant Improvement Allowance. For purposes of this Tenant Work Letter, “Tenant’s Particular Features” shall mean (A) the multi-floor feature staircase and the modifications to the Base, Shell and Core related thereto, (B) the Building lobby, (iii) the showers and lockers, and (iv) any other new feature included in the Approved Working Drawings which is particular to Tenant’s use (as opposed to being consistent with a general office use). Notwithstanding the foregoing, portions to the extent the Contractor is selected following the bidding process initiated by Tenant’s Contractor Bidding Election, the “Cost Proposal” shall, for purposes of this Tenant Work Letter, consist of (i) the bid from the Bidding Contractor that submits the lowest bid (or of the selected Contractor if mutually agreed by Landlord and Tenant), and (ii) as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the Tenant Improvements may be delivered to Tenant as such portions design and construction of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")Improvements. Tenant shall either (i) approve the Cost Proposal and shall deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal from Landlord, and thereafter Landlord shall be released by Tenant to (or Partial Cost Proposali) retain the Contractor, as and (ii) purchase the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of items set forth in the Cost Proposal (or Partial Cost Proposal, as and commence the case may be), in which case construction relating to such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal to Landlord shall be known hereafter as the "“Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.”

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either approve (ior disapprove) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (orsame, as to a Partial Cost Proposal, within two (2) business days of and upon receipt of the same)approved Cost Proposal by Landlord, or (ii) notify Landlord within five (5) business days after Tenant's receipt shall be released by Tenant to purchase the items set forth in the Cost Proposal and to commence the construction relating to such items. In the event that Tenant shall disapprove of the Cost Proposal (or Partial i) such disapproval shall be deemed a “Tenant Delay,” as that term is defined in Section 5.2 of this Tenant Work Letter commencing as of the expiration of such 5-business day approval/disapproval period and continuing until the date Tenant approves of a Cost ProposalProposal in accordance with the terms hereof, as the case may beand (ii) that Tenant desires to revise shall thereafter promptly cause the Approved Working Drawings to reduce be modified in such a fashion that the amount of the resulting Cost Proposal is likely to be approved by Tenant (or Partial Cost Proposalwith any modifications to such drawings to be subject to Landlord’s approval, as the case may bewhich shall not be unreasonably withheld), in which case such changes and Landlord shall be made to the Approved Working Drawings only thereafter provide Tenant with a new Cost Proposal for Tenant’s approval in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approvalterms hereof. This procedure Such process shall be repeated until Tenant approves the Cost Proposal. The date Tenant approves and delivers the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, to Landlord shall be known hereafter as the "“Cost Proposal Delivery Date”." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by ------------- Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items items necessary to be incurred construct the Improvements including both hard and soft costs and the Landlord Supervision Fee, including any amounts already disbursed by Tenant Landlord or in connection with the construction process of the Tenant Improvements being disbursed by Landlord (the "Cost Proposal"). Landlord does not guaranty the accuracy of the EXHIBIT "B" -4- Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 3.4 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal shall be known hereafter as the "Cost Proposal Delivery Date." The total All costs expended in connection with the construction of all Partial Cost Proposals, if any, the Improvements shall be known as the Cost Proposalsubmitted to Tenant for approval in accordance with this Section 4.2.

Cost Proposal. After Landlord shall use commercially reasonable efforts, within ten (10) business days after the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall to provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord reasonably disapprove the Cost Proposal within such five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be)day period, in which case such event (i) Tenant shall, concurrently therewith, provide to Landlord any requested changes shall be made to the Approved Working Drawings only for Landlord approval, which approval shall not be unreasonably withheld, conditioned or delayed, (ii) Landlord shall provide Tenant a new Cost Proposal based upon the new Approved Working Drawings (i.e., as modified by any Tenant provided and Landlord approved changes) for Tenant’s approval in accordance with Section 2.7 above the terms hereof, and the revised Working Drawings shall be provided (iii) except to the Contractor for repricing whereupon Landlord shall revise extent resulting from any manifest error in the Cost Proposal (or Partial e.g., a correction of a typographical error in a cost item), any delays resulting from any such disapproval of any Cost Proposal, as the case may be) for Proposal by Tenant shall constitute a Tenant Delay. Upon receipt by Landlord of Tenant's approval. This procedure shall be repeated until ’s approval of the Cost Proposal (or Partial pursuant to the terms hereof, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal, as Proposal and to commence the case may be) is approved by Tenantconstruction relating to such items. The date by on which Tenant has approved approves and delivers the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal to Landlord shall be known hereafter as the "“Cost Proposal Delivery Date”." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by ------------- Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible and in any event within the accuracy of the Cost ProposalTime Deadlines set forth in Schedule 1. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (same, or, as to a Partial Cost Proposal, Proposal within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires , and to revise commence the Approved Working Drawings construction relating to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, Proposal or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." ". The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all TI Tenant Improvements Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements and shall include a so-called guaranteed maximum price proposal from Landlord’s Contractor (collectively, the "“Cost Proposal"”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. Landlord does not guaranty the accuracy of The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal. Notwithstanding , Landlord shall cause the foregoing, portions of Contractor to solicit at least three bids from each subcontractor trade for which the total cost of the Tenant Improvements may be delivered is expected to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")exceed $10,000. Tenant shall either (i) have the right to propose one subcontractor to be included in the bidding for each trade, subject to Landlord’s reasonable approval. Landlord will consult with Tenant prior to approving the subcontractors to whom it will be bid and Tenant may review bid packages at Tenant’s request. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as and if Tenant fails to a Partial comment on the Cost Proposal, Proposal within two (2) business days of receipt of the same), or (ii) notify Landlord within such five (5) business days after Tenant's day period then Tenant shall be deemed to have approved the Cost Proposal), provided, however, Tenant shall have the right to request Tenant Changes to the Approved Working Drawings within such five (5) business days, following its receipt of the Cost Proposal for the purpose of value engineering (in which event Landlord will cause its contractor to provide a new Cost Proposal to Landlord and Tenant following its receipt and approval of modified drawing showing such Tenant Change (such approval not to be unreasonably withheld, conditioned or Partial delayed)). Upon Tenant’s approval, or deemed approval, of a Cost ProposalProposal by Landlord, as Landlord shall be released by Tenant to cause the case may be) that Tenant desires Contractor to revise purchase the Approved Working Drawings to reduce the amount of items set forth in the Cost Proposal (and to commence the construction relating to such items. The date on which Tenant approves or Partial Cost Proposal, as the case may be), in which case such changes shall be made is deemed to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise approve the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date”." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 above, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working DrawingsDrawings setting forth the reconciled bids and copies of all sub-bids, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost ProposalCOST PROPOSAL"). The Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord does not guaranty the accuracy of the and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost ProposalProposal as soon as reasonably possible. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost ProposalPARTIAL COST PROPOSAL")) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five seven (57) business days of the receipt of the same (same, or, as to a Partial Cost Proposal, Proposal within two five (25) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's and upon receipt of the same EXHIBIT B -9- PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as the case may be) that , and to commence the construction relating to such items. If Tenant desires disapproves the Cost Proposal or Partial Cost Proposal, Tenant shall provide Landlord with a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to revise work with each other and Contractor to address Tenant's reasons for disapproving the Approved Working Drawings to reduce Cost Proposal or Partial Cost Proposal, whichever is the amount of the case and a new Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes applicable) shall be made to the Approved Working Drawings only in accordance with Section 2.7 above prepared and the revised Working Drawings process described in this Section 4.2 shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantrepeated. The date by which Tenant has approved must approve and deliver the Cost Proposal, Proposal or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." COST PROPOSAL DELIVERY DATE". The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After Following approval of the Approved Working Drawings are approved by Landlord and TenantConstruction Documents, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working DrawingsConstruction Documents, which cost proposal shall include, as nearly as possible, the cost of all Landlord’s TI Allowance Items Work to be incurred by Tenant in connection with the design and construction of the Tenant Improvements Landlord’s TI Work and shall include a GMP proposal from Landlord’s Contractor in accordance with Section 3.1 above (collectively, the "“Cost Proposal"”). Landlord does not guaranty The Cost Proposal shall include, among other things, a project management fee payable to the accuracy Landlord’s project manager of three and one-half percent (3.5%) of the project costs, the Contractor’s fee, general conditions, and a reasonable contingency. The Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements Proposal may be delivered to Tenant include early trade release packages for long lead time items such as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")mechanical equipment. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days Business Days of the receipt of the same same; provided, however, (or, as to a Partial i) if Tenant is not satisfied with the amount of the general conditions set out in the Cost Proposal, within two (2) business days of receipt of then Tenant shall have the same)right, or (ii) notify Landlord within five (5) business days after Business Days following its’ receipt of the Cost Proposal, to request that Landlord and Tenant jointly engage a mutually acceptable independent contractor or construction consultant to conduct a peer review of the amount of the general conditions set out in the Cost Proposal (the costs of said peer review to be shared equally by Landlord and Tenant's ); and (ii) Tenant shall have the right to request Tenant Changes to the Approved Construction Documents within such five (5) Business Days following its receipt of the Cost Proposal (or Partial Cost Proposalfor the purpose of value engineering, as in which event the case may be) that Tenant desires Landlord will cause the Architect to revise the Approved Working Drawings Construction Documents based upon the changes requested by Tenant, as aforesaid, and the Contractor to reduce provide a new Cost Proposal to Landlord and Tenant for their approval. Without limitation, the amount approval by Tenant of the Cost Proposal (shall not be unreasonably withheld, conditioned or Partial delayed. Upon Tenant’s approval of a Cost Proposal, as the case may be), in which case such changes Landlord shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to cause the Contractor for repricing whereupon Landlord shall revise to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as and to commence the case may be) for Tenant's approvalperformance of the Landlord’s TI Work. This procedure shall be repeated until The date on which Tenant approves the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date”. Time is of the esence of this Section 3.2." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost ProposalCOST PROPOSAL"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost ProposalPARTIAL COST PROPOSAL"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery DateCOST PROPOSAL DELIVERY DATE." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "Cost Proposal"). Landlord does not guaranty The entire process associated with the accuracy bidding for and construction of the Improvements shall be on an "open book" basis, meaning that Tenant shall have the right to participate and review all aspects of the bid process, including the right to review the bid solicitation package, the bids received, and the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the signed Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt thereof, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as and to commence the case may be) that Tenant desires construction relating to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal to Landlord shall be known hereafter as the "Cost Proposal Delivery Date." The total ". Within thirty (30) days following the Cost Proposal Delivery Date, Tenant shall deliver to Landlord cash in an amount (the "Over-Allowance Amount") equal to the difference between (i) the amount of all Partial the Cost ProposalsProposal and (ii) the amount of the Tenant Improvement Allowance. In the event that, if anyafter the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be known made to the Construction Drawings or the Improvements by Tenant, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord within thirty (30) days following Landlord's request as an addition to the Cost ProposalOver-Allowance Amount. Tenant shall pay a logistical coordination fee (the "Coordination Fee") to Landlord (or Landlord's property manager) in an amount equal to the product of (i) two percent (2%) and (ii) the sum of the Tenant Improvement Allowance, the Over-Allowance Amount (as such amount may be increased hereunder) and any other amounts expended by Tenant in connection with the design and construction of the Improvements, which Coordination Fee shall be for services relating to the coordination of the construction of the Improvements.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve or disapprove and deliver the Cost Proposal to Landlord within five seven (57) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two four (24) business days of receipt of the same). If Tenant disapproves the Cost Proposal, or (ii) notify Landlord within five (5) business days after Tenant's receipt of then the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only adjusted in accordance with Section 2.7 above Tenant’s comments and resubmitted to Tenant for its review and approval until the revised Working Drawings same shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ”. The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Third Floor Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "“Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (orsame, as to a Partial Cost Proposal, within two (2) business days of and upon receipt of the same)same by Landlord, or (ii) notify Landlord within five (5) business days after Tenant's receipt of shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as and to commence the case may be) that Tenant desires construction relating to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost Proposal, as the case may be, Proposal to Landlord shall be known hereafter as the "“Cost Proposal Delivery Date”. Notwithstanding the foregoing, Tenant shall have a one-time right to object to such Cost Proposal prior to the Cost Proposal Delivery Date by providing Landlord with written notice of such objection. In the event Tenant so objects to the Cost Proposal, Tenant shall cause the Architect and/or Engineers to revise and resubmit the Construction Drawings to Landlord within three (3) business days following Tenant’s objection, which revised Construction Drawings shall again be subject to Landlord’s approval in accordance with the provisions of Section 3 of this Work Letter. Following the approval of the revised Construction Drawings by Landlord and Tenant, Landlord shall submit a revised cost proposal “Revised Cost Proposal” to Tenant for its approval in accordance with the terms set forth above in this Section 4.2. The date by which Tenant must approve and deliver the Revised Cost Proposal to Landlord shall be known hereafter as the “Revised Cost Proposal Delivery Date." The total ” In the event Tenant fails to comply with any of all Partial the time deadlines set forth in this Section 4.2 (specifically including, without limitation, the approval of the original Cost ProposalsProposal or Revised Cost Proposal on or before the Cost Proposal Delivery Date or before the Revised Cost Proposal Delivery Date, if anyas applicable), such failures shall be known as deemed to be Tenant delays subject to the Cost Proposalterms of Section 5.2 of this Tenant Work Letter.

Cost Proposal. After Landlord shall require the Approved Working Drawings are approved by Landlord Contractor to (i) solicit cost proposal bids from three (3) subcontractors for each of the major trades (electrical, mechanical and Tenantcarpentry) and (ii) require the Contractor’s bid to include a pre-negotiated fee for general conditions. Upon selecting the Contractor, Landlord shall provide Tenant with a cost proposal (the “Cost Proposal”) from the Contractor in accordance with the Approved Working DrawingsConstruction Documents, which cost proposal Cost Proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design (including, without limitation, all fees of the Architect/Space Planner and the Engineers and all other “soft costs”) and construction of the Tenant Improvements (Improvements. If the "Cost Proposal")Proposal is equal to or less than the Tenant Improvement Allowance, Tenant shall be deemed to have approved the Cost Proposal upon receipt. If the Cost Proposal is greater than the Tenant Improvement Allowance, then Landlord does not guaranty shall cooperate with Tenant’s efforts to value engineer the accuracy Approved Construction Documents to reduce the amount of the Cost Proposal. Notwithstanding the foregoingProposal so long as achievement of a Completion Date of October 1, portions of the cost of the Tenant Improvements may 2010 will not, in Landlord’s reasonable judgment, be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis)jeopardized; provided, even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either however, (i) any modification of the Approved Construction Documents as a result of Tenant’s value engineering efforts shall be subject to Landlord’s reasonable approval and (ii) if the efforts of Tenant to value engineer the Cost Proposal do not result in Tenant’s written approval of a revised Cost Proposal (as value engineered) by the date which is fifteen (15) business days following delivery of the original Cost Proposal to Tenant, then Tenant shall be deemed to have approved the original Cost Proposal. Upon Tenant’s approval or deemed approval of the original or revised Cost Proposal and, in the case of a revised Cost Proposal, approval by Landlord, Landlord shall be released by Tenant to (i) retain the Contractor and (ii) purchase the items set forth in the approved or deemed approved Cost Proposal and commence the LAKESHORE TOWERS BUILDING III [Quality Systems, Inc.] construction relating to such items. The date by which Tenant must approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.”

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five three (53) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ” The total of all Partial Cost Proposals, if any, shall be known as the “Cost Proposal.”

Cost Proposal. After the Approved Working Drawings are approved by ------------- Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Items items necessary to be incurred construct the Improvements including both hard and soft costs and the Landlord Supervision Fee, including any amounts already disbursed by Tenant Landlord or in connection with the construction process of the Tenant Improvements being disbursed by Landlord (the "Cost Proposal"). Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two three (23) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 3.4 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal. All costs expended in connection with the construction of the Improvements shall be submitted to Tenant for approval in accordance with this Section 4.2.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, (i) the cost of all TI Tenant Improvement Allowance Items (excluding items in Section 2.2.9 of this Exhibit 13) to be incurred by Tenant in connection with the construction of the Tenant Improvements (including the "Landlord Supervision Fee set forth in Section 2.7 of this Exhibit B) and (ii) the bid summaries from each of the three (3) main subcontractors (electrical, mechanical and plumbing) (the “Cost Proposal"”). Landlord does not guaranty the accuracy of the Cost Proposal. , Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "“Partial Cost Proposal"”). Tenant shall either (i) approve or reasonably disapprove and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same); provided, or however, Tenant may only disapprove the Cost Proposal in the event that the Cost Proposal shows that the total cost of the Tenant Improvements are more than Six Hundred Fitly Thousand Dollars (ii$650,000.00). Tenant’s failure to reasonably disapprove the Cost Proposal by written notice to Landlord (which notice shall specify in detail the reasonable reasons for Tenant’s disapproval pertaining to any portion of the Cost Proposal) notify within said five (5) business day period shall be deemed to constitute Tenant’s approval of the Cost Proposal. Within two (2) business days after receipt of Tenant’s disapproval notice, Landlord within and Tenant shall meet and confer to discuss revisions to the Final Working Drawings necessary to reduce the total cost of the Tenant Improvements to an amount which shall not exceed Six Hundred Fifty Thousand Dollars ($650,000.00). Within five (5) business days after receipt of written notice of such disapproval, Landlord shall submit to Tenant revised Final Working Drawings with such revisions as Landlord deems reasonably necessary (after the foregoing consultation with Tenant's ) to address Tenant’s objections to the Cost Proposal and to reduce the anticipated cost of construction of the Tenant Improvements. Within one (1) business day after receipt of the Cost Proposal revised Final Working Drawings, Tenant shall approve or disapprove the same; provided, however, that Tenant may only disapprove the Final Working Drawings to the extent the same are not (subject to changes reasonably required by Landlord) in substantial conformance with the Final Space Plan. Tenant’s failure to reasonably disapprove the revised Final Working Drawings or Partial any revisions thereto by written notice to Landlord (which notice shall specify in detail the reasonable reasons for Tenant’s disapproval pertaining to any Working Drawing Design Problem) within said one (I) business day period shall be deemed to constitute Tenant’s approval of the revised Final Working Drawings. After the revised Approved Working Drawings are signed by Landlord and Tenant, Landlord shall provide Tenant with a revised Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only approved or reasonably disapproved in accordance with the terms of this EXHIBIT B XxxxXxxxx.xxx, Inc. Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant4.2. The date by which Tenant has approved must approve and deliver the Cost Proposal, or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." ” The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal. Notwithstanding anything above to the contrary, if upon Landlord’s delivery of any Partial or final Cost Proposal to Tenant, the Over _Allowance Amount (as defined below) is determined to be greater than an amount equal to twenty-five percent (25%) of the Tenant improvement Allowance (the “Over-Allowance Cap”), then Landlord, in Landlord’s reasonable discretion, shall have the right to revise the Approved Working Drawings and/or any other Construction Drawings (and resubmit the same to Tenant for Tenant’s approval to be provided pursuant to the approval procedures and standards set forth in Sections 3.3 and 4.2 above) to reduce the Cost Proposal to an amount less than Six Hundred Fifty Thousand Dollars ($650,000.00) and Landlord may refuse to sign any construction contract until such revisions to the Approved Working Drawings and/or any other Construction Drawings are approved by Tenant.

Cost Proposal. After Promptly after the Approved Working Drawings are Final Construction Documents have been approved by Landlord and Tenantboth parties pursuant to Section 3.4 above, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible“Cost Proposal.” For purposes of this Tenant Work Letter, the cost “Cost Proposal” shall consist of all TI (i) the quote from the Contractor, and (ii) an estimate of the costs of other Tenant Improvement Allowance Items which have been or are anticipated to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (Improvements. The Landlord shall include with the "Cost Proposal"). Landlord does not guaranty Proposal its estimate of the accuracy “Over-Allowance Amount”, which shall be the amount equal to the difference between the amount of the Cost Proposal. Notwithstanding Proposal and the foregoing, portions of the cost amount of the Tenant Improvements may be delivered to Tenant as such portions 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 are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"Improvements). Tenant shall either approve or disapprove the Cost Proposal and Over-Allowance Amount within five (i5) business days of receipt thereof from Landlord. If Tenant approves, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal and commence the construction relating to such items. If Tenant disapproves the Cost Proposal and Over-Allowance Amount the parties shall work together in good faith to make modifications to the Approved Construction Documents which will reduce the Cost Proposal and Over-Allowance Amount to an amount Tenant is willing to approve, provided however, each day of delay beginning ten (10) business days after the Tenant’s receipt of the Cost Proposal shall constitute a Tenant Delay. The date by which Tenant must approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Approval Date." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.”

Cost Proposal. After Following the Approved Working Drawings are approved by Landlord and Tenantselection of Contractor, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawingsbased upon Contractor’s bid, which cost proposal shall include, as nearly as possible, the cost of all TI Allowance Contribution Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "“Cost Proposal"”). The date on which Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal"). Tenant shall either (i) approve and deliver delivers the Cost Proposal to Landlord within five (5) business days of the receipt of the same (or, as to a Partial Cost Proposal, within two (2) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires to revise the Approved Working Drawings to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "“Cost Proposal Delivery Date." The total of all Partial ”. If, within five (5) Business Days following the Cost ProposalsProposal Delivery Date, if any, shall be known as Tenant approves the Cost Proposal or does not respond to the Cost Proposal, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal and to commence the construction relating to such items based upon the Cost Proposal. If Tenant timely disapproves the Cost Proposal, Tenant will specify the basis for such disapproval in reasonable detail and, assuming Landlord does not reject Tenant’s proposed change(s), Landlord will revise the Cost Proposal and submit the same to Tenant (a “Revised Cost Proposal”). The scope of Tenant’s review of any Revised Cost Proposal will be limited to Landlord’s correction of the items specified by Tenant in Tenant’s notice of disapproval. Tenant will notify Landlord of Tenant’s approval or disapproval of a Revised Cost Proposal within three (3) Business Days following receipt of same, and this process will continue (with Tenant responding within three (3) Business Days in each case) until Tenant has approved the Revised Cost Proposal; provided, however, if Tenant disapproves any Revised Cost Proposal, unless such disapproval is due to Landlord’s failure to reasonably consider Tenant’s prior comments that are consistent with the terms of this Work Agreement, any delay in the construction resulting from disapproval of such Revised Cost Proposal will be a Tenant Delay.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide solicit bids from the Bidding Contractors for the construction of the Tenant with a cost proposal Improvements in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of applicable specifications and all TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost Proposal")Applicable Laws for a fixed or guaranteed maximum price. Landlord does not guaranty the accuracy of the Cost Proposal. Notwithstanding the foregoing, portions shall provide Tenant with copies of the cost proposals from all of the Bidding Contractors and consult with Tenant Improvements may as to the selection of the Bidding Contractor for a period of five (5) business days after receipt of the cost proposals from all of the Bidding Contractors. The Bidding Contractor selected by Landlord is referred to herein as the “Contractor.” The cost proposal of the Contractor is referred to herein as the “Cost Proposal.” The Cost Proposal shall be delivered submitted to Tenant as such portions for Tenant’s approval no later than the date that is the second business day after Landlord gives Tenant notice of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before selection of the Approved Working Drawings are completed (the "Partial Cost Proposal")Contractor. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (orsame; provided, as however, if Tenant elects to a Partial engage in the Value Engineering Process referred to below, then Tenant shall approve and deliver the Cost Proposal, within as such Cost Proposal may be revised as part of or following the Value Engineering Process, no later than ten (10) business days following Tenant’s receipt of the original Cost Proposal. The date by which Tenant must approve and deliver the Cost Proposal shall be known hereafter as the “Cost Proposal Delivery Date.” Within two (2) business days of after receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's receipt of the Cost Proposal (or Partial original Cost Proposal, as the case Tenant may be) that Tenant desires propose modifications to revise the Approved Working Drawings to reduce the amount cost of the Cost Proposal (or Partial Tenant Improvements, approval of which by Landlord shall not be unreasonably withheld and upon such approval Landlord shall submit a revised Cost Proposal, ; provided that in no event shall the Tenant Improvements be modified so as the case may be), to be lesser in which case such changes shall be made to scope or quality than Building standard improvements. The process of Tenant proposing modifications of the Approved Working Drawings only in accordance with Section 2.7 above Drawings, Landlord’s review and the revised Working Drawings shall be provided approval or disapproval of those modifications and any resulting revisions to the Contractor for repricing whereupon Landlord shall revise the Construction Drawings, re-bidding and modification of a Cost Proposal (or Partial Cost Proposal, is referred to herein as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date“Value Engineering Process." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.”

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal (or cost proposals) in accordance with the Approved Working Drawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all TI Allowance Items Landlord Work to be incurred by Tenant in connection with the design and construction of the Tenant Improvements Landlord Work and shall include a so-called guaranteed maximum price proposal from Landlord's Contractor (collectively, the "Cost Proposal"), which Cost Proposal shall include, among other things, a construction oversight and administration fee payable to the Landlord's property manager of three percent (3%) of the project costs, the Contractor's fee, general conditions, and a reasonable contingency. Landlord does not guaranty the accuracy of The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal. Notwithstanding , Landlord shall cause the foregoing, portions of Contractor to solicit at least three bids from each subcontractor trade for which the total cost of the Tenant Improvements may be delivered is expected to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost Proposal")exceed $10,000.00. Tenant shall either (i) have the right to propose one subcontractor to be included in the bidding for each trade, subject to Landlord's reasonable approval. Landlord will consult with Tenant prior to approving the subcontractors to whom it will be bid and Tenant may review bid packages at Tenant's request. In the case of each bid request, Landlord will accept the lowest responsible bid, unless Landlord and Tenant reasonably determine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within five (5) business days Business Days of the receipt of the same (or, as and if Tenant fails to a Partial comment on the Cost Proposal, Proposal within two (2) business days of receipt of the same), or (ii) notify Landlord within such five (5) business days after Tenant's Business Day period then Tenant shall be deemed to have approved the Cost Proposal), provided, however, Tenant shall have the right to request Tenant Changes to the Approved Working Drawings within such five (5) Business Days,\ following its receipt of the Cost Proposal for the purpose of value engineering (in which event the Landlord will cause the Contractor to provide a new Cost Proposal to Landlord and Tenant following its receipt and approval of a modified drawing showing such Tenant Change (such approval not to be unreasonably withheld, conditioned or Partial delayed)). Upon Tenant's approval, or deemed approval, of a Cost ProposalProposal by Landlord, as Landlord shall be released by Tenant to cause the case may be) that Tenant desires Contractor to revise purchase the Approved Working Drawings to reduce the amount of items set forth in the Cost Proposal (and to commence the performance of the Landlord Work. The date on which Tenant approves or Partial Cost Proposal, as the case may be), in which case such changes shall be made is deemed to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise approve the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenant. The date by which Tenant has approved the Cost Proposal, or the last Partial Cost Proposal, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date"." The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings, which cost proposal shall include, as nearly as possible, the cost of all TI Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "Cost ProposalCOST PROPOSAL"). Landlord does not guaranty and Xxxxxx shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible and in any event within the accuracy of the Cost ProposalTime Deadlines set forth in Schedule 1. Notwithstanding the foregoing, portions of the cost of the Tenant Improvements may be delivered to Tenant as such portions of the Tenant Improvements are priced by Contractor (on an individual item-by-item or trade-by-trade basis), even before the Approved Working Drawings are completed (the "Partial Cost ProposalPARTIAL COST PROPOSAL")) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within five (5) business days of the receipt of the same (same, or, as to a Partial Cost Proposal, Proposal within two three (23) business days of receipt of the same), or (ii) notify Landlord within five (5) business days after Tenant's and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal (or Partial Cost Proposal, as the case may be) that Tenant desires , and to revise commence the Approved Working Drawings construction relating to reduce the amount of the Cost Proposal (or Partial Cost Proposal, as the case may be), in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 2.7 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall revise the Cost Proposal (or Partial Cost Proposal, as the case may be) for Tenant's approval. This procedure shall be repeated until the Cost Proposal (or Partial Cost Proposal, as the case may be) is approved by Tenantitems. The date by which Tenant has approved Xxxxxx must approve and deliver the Cost Proposal, Proposal or the last Partial Cost ProposalProposal to Landlord, as the case may be, shall be known hereafter as the "Cost Proposal Delivery Date." COST PROPOSAL DELIVERY DATE". The total of all Partial Cost Proposals, if any, shall be known as the Cost Proposal.