Common use of Cost Proposal Clause in Contracts

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 Drawings setting forth the reconciled bids and copies of all sub-bids, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSALCost Proposal"). The Landlord does not guaranty the accuracy of the Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possibleProposal. 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 seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same), and upon or (ii) notify Landlord within five (5) business days after Tenant's 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, and ) that Tenant desires to commence revise the construction relating Approved Working Drawings to such items. If Tenant disapproves reduce 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 work with each other and Contractor to address Tenant's reasons for disapproving amount of the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) the case may be), in which case such changes shall be prepared made to the Approved Working Drawings only in accordance with Section 2.7 above and the process described in this Section 4.2 revised Working Drawings shall be repeatedprovided 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 must approve and deliver has approved the Cost Proposal Proposal, or the last Partial Cost Proposal to LandlordProposal, 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same“Partial Cost Proposal”). Tenant shall approve or disapprove and deliver the Cost Proposal to Landlord within seven five (75) business days of the Business Days after Tenant’s receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of Business Days after Tenant’s receipt of the same); provided, and upon receipt of the same by Landlordhowever, 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, and to commence the construction relating to such items. If that if Tenant disapproves the Cost Proposal or any such Partial Cost Proposal, together with such disapproval Tenant shall provide must deliver to Landlord with such proposed changes to the Approved Working Drawings as will permit Landlord to obtain a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost ProposalProposal that would be acceptable to Tenant, whichever is the case and a new which proposed changes shall be subject to Landlord’s reasonable approval. Tenant’s failure to timely respond to any Cost Proposal (or Partial Cost Proposal, as applicable) Proposal shall be prepared and the process described in this Section 4.2 shall be repeateddeemed Tenant’s approval of same. The date by which Tenant must approve and deliver approves the Cost Proposal Proposal, or the last Partial Cost Proposal to from 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. 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 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 Tenant, construction of the Tenant Improvements from the two (2) Bidding Contractors and (ii) select as the Contractor and subcontractors have been selected pursuant to Section 4.1 abovethe 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 Drawings setting forth the reconciled bids and copies of all sub-bidsConstruction Documents, which cost proposal Cost Proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred 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 (the "COST PROPOSAL")Improvements. The Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. 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. 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 approve and deliver If the Cost 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 within seven shall cooperate with Tenant’s efforts to value engineer the Approved Construction Documents to reduce the amount of the Cost Proposal so long as achievement of a Lease Commencement Date of April 1, 2008 will not, in Landlord’s reasonable judgment, be jeopardized; provided, however, (7i) 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 receipt 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 same, or, as to a Partial original or revised Cost Proposal within five (5) business days and, in the case of receipt of the samea revised Cost Proposal, and upon receipt of the same 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 or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, 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 ProposalProposal Delivery Date.”

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 (or cost proposals) in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvement 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"“Cost Proposal”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal, Landlord shall reflect cause the Contractor to solicit at least three bids that from each subcontractor trade for which the total cost is expected to exceed $10,000. Tenant shall 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 priced by Contractor on an individual item-by-item or trade-by-trade basisbid 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 shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the samedetermine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days five Business Days of the receipt of the same, or, as same (and if Tenant fails to a Partial comment on the Cost Proposal within such five (5) business days of 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 Business Days, following its receipt of the sameCost 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, and upon receipt conditioned or delayed)). Upon Tenant’s approval, or deemed approval, of the same a Cost Proposal by Landlord, Landlord shall be released by Tenant to cause the Contractor to purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If The date on which Tenant disapproves approves or is deemed to approve 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, shall be known hereafter as the "COST PROPOSAL DELIVERY DATE"“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 the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver (by written notice) or disapprove (for reasonable reasons) the Cost Proposal to Landlord within seven three (73) business days of the Tenant’s receipt of the same, or, as to a Partial Cost Proposal. If Tenant approves the Cost Proposal within five (5) business days of then, Tenant shall deliver the same to Landlord and upon landlord’s receipt of the same, and upon receipt of the same by LandlordCost Proposal, 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, and to commence the construction relating to such items. If Tenant disapproves the Cost Proposal or Partial Cost Proposal, Tenant Landlord shall provide Landlord with cause the Cost Proposal to be modified to adjust the scope of the Improvements in a reasonably sufficient explanation, and in such event, manner acceptable to Landlord and Tenant and/or otherwise take into account the items reasonably disapproved by Tenant. Landlord shall use good faith, diligent efforts then re-submit the modified Cost Proposal to work with each other and Contractor to address Tenant for Tenant's reasons for disapproving ’s approval (in the manner set forth above). This process shall continue until the Cost Proposal or Partial Cost Proposal, whichever is approved by Tenant. Any delay of the case and Substantial Completion of the Improvements caused by the foregoing process shall constitute a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeatedTenant Delay. The date by which Tenant must shall approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, 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 ProposalProposal Delivery Date”.

Cost Proposal. After the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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-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 approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, or, as to a Partial Cost Proposal within five two (52) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items design and construction of the sameImprovements (the “Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of the receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, Landlord shall be known hereafter as the "COST PROPOSAL DELIVERY DATE"“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 total of all Partial date by which Tenant must approve and deliver the Cost Proposals, if any, Proposal to Landlord shall be known hereafter as the “Revised Cost ProposalProposal Delivery Date.” In the event Tenant fails to approve or timely object to the original Cost Proposal or Revised Cost Proposal on or before the Cost Proposal Delivery Date, or the Revised Cost Proposal Delivery Date, respectively, such failures shall be deemed to be Tenant delays subject to the terms of Section 5.2 of this Work Letter.

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 (or cost proposals) in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvement 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"“Cost Proposal”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal, Landlord shall reflect cause the Contractor to solicit at least three bids that from each subcontractor trade for which the total cost is expected to exceed Ten Thousand and No/100 Dollars ($10,000). Tenant shall 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 priced by Contractor on an individual item-by-item or trade-by-trade basisbid 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 shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the samedetermine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days Business Days of the receipt of the same, or, as same (and if Tenant fails to a Partial comment on the Cost Proposal within such five (5) business days of 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 sameCost 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, and upon receipt conditioned or delayed)). Upon Tenant’s approval, or deemed approval, of the same a Cost Proposal by Landlord, Landlord shall be released by Tenant to cause the Contractor to purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If The date on which Tenant disapproves approves or is deemed to approve 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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 ProposalProposal Delivery Date”.

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, 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 Drawings setting forth for the reconciled bids and copies of all sub-bidsTenant Improvements for the Phase I or Phase II Premises, as applicable, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the constructing such Tenant Improvements (the "COST PROPOSAL"“Cost Proposal”). The Cost Proposal shall reflect bids that Landlord will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord and Tenant shall work together in use good faith in an attempt efforts to agree upon a mutually acceptable Cost Proposal as soon as reasonably possibleensure the Contractor pursues the best 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 basisby trade basis and/or on the basis of bifurcating between the Phase I Premises and Phase II Premises) (each a “Partial Cost Proposal”), 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 approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth in or reject 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, and to commence Phase I Premises or the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost ProposalPhase II Premises, as applicable) shall be prepared and , the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the approves such Cost Proposal Proposal, or the last Partial Cost Proposal to Landlord, as the case may be, shall be known hereafter as the "COST PROPOSAL DELIVERY DATE". The “Cost Proposal Delivery Date.” 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 Tenant Improvement Plans are approved signed 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 for the Tenant Improvements described in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidssuch plans, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Landlord and Tenant in connection with the design and construction of the Tenant Improvements (the "COST 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 and Special Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Notwithstanding the foregoing, portions Improvements and Landlord's estimate of the cost of other Landlord's costs payable by Tenant pursuant to Section 3.5. To prepare such proposal Landlord's contractor for the Tenant Improvements may shall solicit bids from a minimum of three (3) subcontractors reasonably approved by Tenant and Landlord for each major trade on an "OPEN BOOK" basis. Contractor's combined general conditions, profit and overhead for the construction shall be delivered to Tenant as such portions 8% of the cost. If the actual cost of such 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. Special Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items Improvements set forth in the Cost Proposal or Partial Cost Proposalexceeds the Tenant Improvement Allowance, as the case excess (the "OVER-ALLOWANCE AMOUNT") shall be approved by Tenant within three (3) business days, Tenant shall have the right to revise the Tenant Improvement Plans to reduce the Over-Allowance Amount and Landlord may be, and proceed to commence establish a Tenant Delay pursuant to Section 4.1 for any delays resulting from the construction relating to such itemsrevision process. If Tenant disapproves After the Cost Proposal or Partial Cost Proposal, Tenant shall provide Landlord with a reasonably sufficient explanation, and in such eventhas been approved by Tenant, Landlord and Tenant shall use good faithwill enter into a Guaranteed Maximum Price Contract, diligent efforts to work AIA Form A-111, 1997 ("the "CONSTRUCTION CONTRACT ") with each other and Contractor to address Tenant's reasons for disapproving designating the approved Cost Proposal or Partial Cost Proposalamount as the Guaranteed Maximum Price, whichever is for the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process work described in this Section 4.2 shall be repeated. The date by which the Approved Tenant must approve Improvement Plans, subject to the other standard terms and deliver conditions of the Cost Proposal or the last Partial Cost Proposal 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 Proposalform contract.

Cost Proposal. After the Approved Working Drawings Tenant Improvement Plans are approved signed 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 for the Tenant Improvements described in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidssuch plans, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Landlord and Tenant in connection with the design and construction of the Tenant Improvements (the "COST 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 and Special Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Notwithstanding the foregoing, portions Improvements and Landlord's estimate of the cost of other Landlord's costs payable by Tenant pursuant to Section 3.5. To prepare such proposal Landlord's contractor for the Tenant Improvements may shall solicit bids from a minimum of three (3) subcontractors reasonably approved by Tenant and Landlord for each major trade on an "OPEN BOOK" basis. Contractor's combined general conditions, profit and overhead for the construction shall be delivered to Tenant as such portions 8% of the cost. If the actual cost of such 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. Special Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items Improvements set forth in the Cost Proposal or Partial Cost Proposalexceeds the Tenant Improvement Allowance, as the case excess (the "OVER-ALLOWANCE AMOUNT") shall be approved by Tenant within three (3) business days, Tenant shall have the right to revise the Tenant Improvement Plans to reduce the Over-Allowance Amount and Landlord may be, and proceed to commence establish a Tenant Delay pursuant to Section 4.1 for any delays resulting from the construction relating to such itemsrevision process. If Tenant disapproves After the Cost Proposal or Partial Cost Proposal, Tenant shall provide Landlord with a reasonably sufficient explanation, and in such eventhas been approved by Tenant, Landlord and Tenant shall use good faithwill enter into a Guaranteed Maximum Price Contract, diligent efforts to work AIA Form A-111, 1997 ("the "CONSTRUCTION CONTRACT") with each other and Contractor to address Tenant's reasons for disapproving designating the approved Cost Proposal or Partial Cost Proposalamount as the Guaranteed Maximum Price, whichever is for the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process work described in this Section 4.2 shall be repeated. The date by which the Approved Tenant must approve Improvement Plans, subject to the other standard terms and deliver conditions of the Cost Proposal or the last Partial Cost Proposal 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 Proposalform contract.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 above, Landlord shall provide Tenant with a reasonably detailed cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the total cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt have the right to agree upon a mutually acceptable meet and confer with Landlord regarding such Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the sameProposal. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of after Tenant’s receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeatedthereof. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, shall be known hereafter as the "COST PROPOSAL DELIVERY DATE". The total of all Partial “Cost ProposalsProposal Delivery Date.” Notwithstanding anything above to the contrary, if anyupon 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 known as provided pursuant to the Cost Proposalapproval 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 Following the Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 aboveselection of Contractor, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsbased upon Contractor’s bid, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost Proposal”). The Cost Proposal shall reflect bids that will be priced by Contractor date on an individual item-by-item or trade-by-trade basis. which 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. 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 approve and deliver delivers the Cost Proposal to Landlord within seven (7) business days of Tenant shall be known hereafter as the receipt of the same, or, as to a Partial “Cost Proposal Delivery Date”. If, within five (5) business days of receipt of Business Days following the sameCost Proposal Delivery Date, and upon receipt of Tenant approves the same by LandlordCost 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 or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant 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. The scope of Tenant’s review of any such 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 Partial 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, however, that if Tenant disapproves the Cost Proposal, including any revised version thereof, any delay in construction resulting from any such further disapproval will be Tenant shall provide Landlord with a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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 ProposalDelay.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 above, 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 setting forth the reconciled bids Drawings, applicable specifications and all Applicable Laws for a fixed or guaranteed maximum price. Landlord shall provide Tenant with copies of the cost proposals from all sub-bids, which of the Bidding Contractors and consult with Tenant 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 shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (Contractor is referred to herein as the "COST PROPOSAL"). “Cost Proposal.” The Cost Proposal shall reflect bids be submitted to Tenant for Tenant’s approval no later than the date that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. is the second business day after Landlord and gives Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Notwithstanding the foregoing, portions notice of the cost selection 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 sameContractor. Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same; provided, orhowever, as if Tenant elects to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same by Landlord, Landlord shall be released by Tenant to purchase the items set forth engage in the Cost Proposal or Partial Value Engineering Process referred to below, then Tenant shall approve and deliver the Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant disapproves the Cost Proposal may be revised as part of or Partial following the Value Engineering Process, no later than ten (10) business days following Tenant’s receipt of the original 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, shall be known hereafter as the "COST PROPOSAL DELIVERY DATE"“Cost Proposal Delivery Date.” Within two (2) business days after receipt of the original Cost Proposal, Tenant may propose modifications to the Approved Working Drawings to reduce the cost of 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 to be lesser in scope or quality than Building standard improvements. The total process of all Partial 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 Proposals, if any, shall be known Proposal is referred to herein as the Cost Proposal“Value Engineering Process.”

Cost Proposal. After the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same“Partial Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated). The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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. 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 are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same“Partial Cost Proposal”). Tenant shall approve or disapprove and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five four (54) business days of receipt of the same, 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, and to commence the construction relating to such items). If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving then the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared adjusted in accordance with Tenant’s comments and resubmitted to Tenant for its review and approval until the process described in this Section 4.2 same shall be repeatedapproved by Tenant. The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all 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"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of the receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, Landlord shall be known hereafter as the "COST PROPOSAL DELIVERY DATE"“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 total of all Partial date by which Tenant must approve and deliver the Revised Cost Proposals, if any, Proposal to Landlord shall be known hereafter as the “Revised Cost ProposalProposal Delivery Date.” In the event Tenant fails to comply with any of the time deadlines set forth in this Section 4.2 (specifically including, without limitation, the approval of the original Cost Proposal or Revised Cost Proposal on or before the Cost Proposal Delivery Date or before the Revised Cost Proposal Delivery Date, as applicable), such failures shall be deemed to be Tenant delays subject to the terms of Section 5.2 of this Tenant Work Letter.

Cost Proposal. After the Approved Working Drawings are approved by Landlord and Tenant, and shall require the Contractor to (i) solicit cost proposal bids from three (3) subcontractors for each of the major trades (electrical, mechanical and subcontractors have been selected pursuant carpentry) and (ii) require the Contractor’s bid to Section 4.1 aboveinclude 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 Drawings setting forth the reconciled bids and copies of all sub-bidsConstruction Documents, which cost proposal Cost Proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred 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 (the "COST PROPOSAL")Improvements. The Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. 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. 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 approve and deliver If the Cost 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 within seven shall cooperate with Tenant’s efforts to value engineer the Approved Construction Documents to reduce the amount of the Cost Proposal so long as achievement of a Completion Date of October 1, 2010 will not, in Landlord’s reasonable judgment, be jeopardized; provided, however, (7i) 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 receipt 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 same, or, as to a Partial original or revised Cost Proposal within five (5) business days and, in the case of receipt of the samea revised Cost Proposal, and upon receipt of the same 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 or Partial Cost Proposal, as the case may be, and to commence the LAKESHORE TOWERS BUILDING III [Quality Systems, Inc.] construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, 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 ProposalProposal Delivery Date.”

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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement 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 Landlord or in connection with the construction process of the Tenant Improvements being disbursed by Landlord (the "COST PROPOSALCost Proposal"). The Landlord does not guaranty the accuracy of the Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possibleProposal. 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 seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five three (53) business days of receipt of the same), and upon or (ii) notify Landlord within five (5) business days after Tenant's 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, and ) that Tenant desires to commence revise the construction relating Approved Working Drawings to such items. If Tenant disapproves reduce 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 work with each other and Contractor to address Tenant's reasons for disapproving amount of the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) the case may be), in which case such changes shall be prepared made to the Approved Working Drawings only in accordance with Section 3.4 above and the process described in this Section 4.2 revised Working Drawings shall be repeatedprovided 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 must approve and deliver has approved the Cost Proposal Proposal, or the last Partial Cost Proposal to LandlordProposal, 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. 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 Upon receipt of Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 aboveDrawings, 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 setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Landlord in connection with the design and construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve review and deliver its approval or disapproval to the Cost Proposal to Landlord within seven fifteen (715) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant disapproves any aspect of the Cost Proposal or Partial Cost Proposal, Tenant shall provide advise Landlord with a reasonably sufficient explanationin writing of such disapproval and the reasons therefor within 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 (15) business days resubmit the same to Tenant for approval. Timing is of the essence in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving 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, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall . This process will be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver repeated until the Cost Proposal or the last Partial is mutually approved by Landlord and Tenant. The approved Cost Proposal shall be referred to Landlord, herein 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 “Approved Cost Proposal.”

Cost Proposal. After the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Notwithstanding entire process associated with 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") bidding for purposes of facilitating the early purchase of items and construction of the sameImprovements 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. Tenant shall approve and deliver the signed Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of after Tenant's receipt of the samethereof, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, Landlord shall be known hereafter as the "COST PROPOSAL DELIVERY DATECost 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all 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"“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 shall, unless otherwise directed by Tenant at the time Tenant approves the Cost Proposal, select the lowest cost bid which is conforming and consistent with the bid assumptions and directions. The Cost Proposal All such bidding shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord “open book” basis so that Tenant may be present at the opening of each bid and Tenant shall work together in good faith in an attempt any event receive copies of all bid solicitations and responses to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the samefrom prospective bidders. Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, orprovided that if, as to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same initial Cost Proposal, Tenant wishes to re-bid or negotiate certain trades, or to modify the scope of portions of the Approved Working Drawings to reduce cost, or otherwise engage in value-engineering, Landlord and Contractor shall reasonably cooperate with Tenant to obtain such revised pricing and perform such value engineering; provided, 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 shall be submitted to Landlord for review and approval, not to be unreasonably withheld, prior to Landlord’s delivery to Tenant of a revised Cost Proposal. Upon EXHIBIT B receipt of Tenant’s approved Cost Proposal 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, Landlord shall be known hereafter as the "COST PROPOSAL DELIVERY DATE"“Cost Proposal Delivery Date”. The total of all Partial Cost ProposalsNotwithstanding 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same“Partial Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated). The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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. 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost Proposal”'). The Cost Proposal Landlord shall reflect bids that will be priced by obtain from Contractor construction costs (plus) basis on an individual item-by-item or trade-by-trade basisapproved Tenant specification for the 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 work 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"“Partial Cost Proposal”) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven ten (710) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the design and 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days or disapprove of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same by (such 5-business day period to be referred to herein as the "Cost Proposal Approval Period"). In the event that Tenant shall disapprove of the Cost Proposal, Tenant shall, concurrently therewith, provide Landlord with revisions to the Approved Working Drawings that are reasonably intended to reduce the cost of the Tenant Improvements. Any such changes shall be subject to the approval of Landlord, which shall not be unreasonably withheld. Following Landlord approval of any changes, Landlord shall have a new Cost Proposal prepared and delivered to Tenant as provided for hereinabove for Tenant's approval. 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 Approval Period attributable to Landlord's first submission to Tenant of a Cost Proposal and continuing until Tenant approves of the Cost Proposal shall be considered a Tenant Delay for purposes of this Tenant Work Letter. Upon Tenant's approval and delivery of the Cost Proposal, 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, and to commence the construction relating to such items. If The date upon which Tenant disapproves approves and delivers the Cost Proposal or Partial Cost Proposal, Tenant shall provide to Landlord with a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, 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 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement 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 Landlord or in connection with the construction process of the Tenant Improvements being disbursed by Landlord (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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Notwithstanding does not guaranty the foregoing, portions accuracy 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 EXHIBIT "PARTIAL COST PROPOSAL") for purposes of facilitating the early purchase of items and construction of the sameB" -4- Cost Proposal. Tenant shall either (i) approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, or, as to a Partial Cost Proposal or (ii) notify Landlord within five (5) business days of after Tenant's receipt of the same, and upon receipt Cost Proposal that Tenant desires to revise the Approved Working Drawings to reduce the amount of the same by LandlordCost Proposal, in which case such changes shall be made to the Approved Working Drawings only in accordance with Section 3.4 above and the revised Working Drawings shall be provided to the Contractor for repricing whereupon Landlord shall be released by Tenant to purchase the items set forth in revise the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such itemsfor Tenant's approval. If Tenant disapproves This procedure shall be repeated until 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 work with each other and Contractor to address is approved by Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver has approved the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, shall be known hereafter as the "COST PROPOSAL DELIVERY DATE". The total Cost Proposal Delivery Date." 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 the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, (i) the cost of all 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 "COST PROPOSAL"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”). The Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. 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. , 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“Partial Cost Proposal”). Tenant shall approve or reasonably disapprove and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same); provided, and upon receipt of the same by Landlordhowever, Landlord shall be released by Tenant to purchase the items set forth in may only disapprove the Cost Proposal or Partial Cost Proposal, as in the case may be, and to commence the construction relating to such items. If Tenant disapproves event that the Cost Proposal or Partial shows that the total cost of the Tenant Improvements are more than Six Hundred Fitly Thousand Dollars ($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, Tenant ) within said five (5) business day period shall provide Landlord with a reasonably sufficient explanation, and in such eventbe deemed to constitute Tenant’s approval of the Cost Proposal. Within two (2) business days after receipt of Tenant’s disapproval notice, Landlord and Tenant shall use good faithmeet 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, diligent efforts Landlord shall submit to work Tenant revised Final Working Drawings with each other and Contractor such revisions as Landlord deems reasonably necessary (after the foregoing consultation with Tenant) to address Tenant's reasons for disapproving ’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 revised Final Working Drawings, Tenant shall approve or Partial 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 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, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) which shall be prepared and approved or reasonably disapproved in accordance with the process described in terms of this SAN MATEO PLAZA EXHIBIT B XxxxXxxxx.xxx, Inc. Section 4.2 shall be repeated4.2. The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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. 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 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 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 Drawings setting forth the reconciled bids and copies of all sub-bidsfrom each Bidding Contractor, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items Third Expansion Space Improvements costs to be incurred by Tenant in connection with the design and construction of the Third Expansion Space Improvements. Landlord 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 a fixed price contract or a guaranteed maximum price contract proposal. Landlord shall provide Tenant Improvements with copies of the cost proposals from all of the Bidding Contractors and consult with Tenant as to the selection of the Bidding Contractor for a period of five (5) business days after receipt of the "COST PROPOSAL")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 reflect bids be submitted to Tenant for Tenant’s approval no later than the date that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. is the second business day after Landlord and gives Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. Notwithstanding the foregoing, portions notice of the cost selection 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 sameContractor. Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated). The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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. 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 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 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 seven two (72) business days Business Days of the receipt of the same, or, as or (ii) deliver notice of Tenant’s election to a Partial 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 within five (5) business days of receipt exceeds $90.00 per rentable square foot of the sameNew 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 and Tenant shall diligently cooperate on a commercially reasonable basis to effectuate Tenant’s desires changes (all of which shall be subject to Landlord’s approval, which shall not be unreasonably withheld), and (b) any delays resulting from Tenant’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 same Cost Proposal 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, and to promptly commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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 Following the Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 aboveselection of Contractor, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsbased upon Contractor’s bid, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Contribution Items to be incurred in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost Proposal”). The Cost Proposal shall reflect bids that will be priced by Contractor date on an individual item-by-item or trade-by-trade basis. which 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. 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 approve and deliver delivers the Cost Proposal to Landlord within seven (7) business days of Tenant shall be known hereafter as the receipt of the same, or, as to a Partial “Cost Proposal Delivery Date”. If, within five (5) business days of receipt of Business Days following the sameCost Proposal Delivery Date, and upon receipt of Tenant approves the same by LandlordCost 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 or Partial Cost Proposal, as the case may be, and to commence the construction relating to such itemsitems based upon the Cost Proposal. If Tenant timely disapproves the Cost Proposal or Partial Cost Proposal, Tenant shall provide will specify the basis for such disapproval in reasonable detail and, assuming Landlord with a reasonably sufficient explanation, and in such eventdoes not reject Tenant’s proposed change(s), Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving 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 Partial 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, whichever unless such disapproval is due to Landlord’s failure to reasonably consider Tenant’s prior comments that are consistent with the case and a new terms of this Work Agreement, any delay in the construction resulting from disapproval of such Revised Cost Proposal (or Partial Cost Proposal, as applicable) shall will be prepared and the process described in this Section 4.2 shall be repeated. The date by which a Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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 ProposalDelay.

Cost Proposal. After Following approval of the Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 aboveConstruction Documents, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsConstruction Documents, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items Landlord’s TI 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"“Cost Proposal”). The Cost Proposal shall reflect bids that will be priced by Contractor on an individual iteminclude, among other things, a project management fee payable to the Landlord’s project manager of three and one-by-item or trade-by-trade basishalf percent (3.5%) of the project costs, the Contractor’s fee, general conditions, and a reasonable contingency. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable The Cost Proposal may include early trade release packages for long lead time items such 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the samemechanical equipment. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days Business Days of the receipt of the same; provided, and upon however, (i) if Tenant is not satisfied with the amount of the general conditions set out in the Cost Proposal, then Tenant shall have the right, within five (5) Business Days following its’ receipt of the same 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 LandlordLandlord and Tenant); 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 for the purpose of value engineering, in which event the Landlord will cause the Architect to revise the Approved Construction Documents based upon the changes requested by Tenant, as aforesaid, and the Contractor to provide a new Cost Proposal to Landlord and Tenant for their approval. Without limitation, the approval by Tenant of the Cost Proposal shall not be unreasonably withheld, conditioned or delayed. Upon Tenant’s approval of a Cost Proposal, Landlord shall be released by Tenant cause the Contractor to purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such itemsperformance of the Landlord’s TI Work. If The date on which Tenant disapproves approves 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, shall be known hereafter as the "COST PROPOSAL DELIVERY DATE"“Cost Proposal Delivery Date”. The total Time is of all Partial Cost Proposals, if any, shall be known as the Cost Proposalesence of this Section 3.2.

Cost Proposal. After the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possiblepossible and in any event within the Time 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 approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, or, as to a Partial Cost Proposal within five two (52) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, 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 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 (or cost proposals) in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvement 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 PROPOSALCost 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. The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal, Landlord shall reflect cause the Contractor to solicit at least three bids that from each subcontractor trade for which the total cost is expected to exceed $10,000.00. Tenant shall 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 priced by Contractor on an individual item-by-item or trade-by-trade basisbid 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 shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the samedetermine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days Business Days of the receipt of the same, or, as same (and if Tenant fails to a Partial comment on the Cost Proposal within such five (5) business days of 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 sameCost 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, and upon receipt conditioned or delayed)). Upon Tenant's approval, or deemed approval, of the same a Cost Proposal by Landlord, Landlord shall be released by Tenant to cause the Contractor to purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating performance of the Landlord Work. The date on which Tenant approves or is deemed to such items. If Tenant disapproves approve 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, 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 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"). The Landlord does not guaranty the accuracy of the Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possibleProposal. 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 seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same), and upon or (ii) notify Landlord within five (5) business days after Tenant's 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, and ) that Tenant desires to commence revise the construction relating Approved Working Drawings to such items. If Tenant disapproves reduce 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 work with each other and Contractor to address Tenant's reasons for disapproving amount of the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) the case may be), in which case such changes shall be prepared made to the Approved Working Drawings only in accordance with Section 2.7 above and the process described in this Section 4.2 revised Working Drawings shall be repeatedprovided 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 must approve and deliver has approved the Cost Proposal Proposal, or the last Partial Cost Proposal to LandlordProposal, 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve (or disapprove) and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, and upon receipt of the same approved Cost Proposal 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, and to commence the construction relating to such items. If In the event that Tenant disapproves 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, and (ii) Tenant shall provide Landlord thereafter promptly cause the Approved Working Drawings to be modified in such a fashion that the resulting Cost Proposal is likely to be approved by Tenant (with a reasonably sufficient explanationany modifications to such drawings to be subject to Landlord’s approval, which shall not be unreasonably withheld), and in such event, Landlord and shall thereafter provide Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial for Tenant’s approval in accordance with the terms hereof. Such process shall be repeated until Tenant approves the Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve approves and deliver delivers the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, 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 ProposalProposal Delivery Date”.

Cost Proposal. After the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same“Partial Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord within seven three (73) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated). The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST 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 and Tenant Xxxxxx shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possiblepossible and in any event within the Time 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 approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, or, as to a Partial Cost Proposal within five three (53) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant Xxxxxx must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement TI Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSALCost Proposal"). The , Landlord does not guaranty the accuracy of the Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possibleProposal. 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 seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same), and upon or (ii) notify Landlord within five (5) business days after Tenant's 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, and ) that Tenant desires to commence revise the construction relating Approved Working Drawings to such items. If Tenant disapproves reduce 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 work with each other and Contractor to address Tenant's reasons for disapproving amount of the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) the case may be), in which case such changes EXHIBIT B 3 shall be prepared made to the Approved Working Drawings only in accordance with Section 2.7 above and the process described in this Section 4.2 revised Working Drawings shall be repeatedprovided 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 must approve and deliver has approved the Cost Proposal Proposal, or the last Partial Cost Proposal to LandlordProposal, 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 Promptly after the Approved Working Drawings are Final Construction Documents have been approved by Landlord and Tenant, and the Contractor and subcontractors have been selected both parties pursuant to Section 4.1 3.4 above, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies “Cost Proposal.” For purposes of all sub-bids, which cost proposal shall include, as nearly as possiblethis Tenant Work Letter, the cost “Cost Proposal” shall consist of all (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 (the "COST PROPOSAL")Improvements. The Landlord shall include with the Cost Proposal its estimate of the “Over-Allowance Amount”, which shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. Landlord and Tenant shall work together in good faith in an attempt the amount equal to agree upon a mutually acceptable the difference between the amount of the Cost Proposal as soon as reasonably possible. Notwithstanding 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 basisImprovements), 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 approve and deliver or disapprove the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal and Over-Allowance Amount within five (5) business days of receipt of the same, and upon receipt of the same by thereof from Landlord. If Tenant approves, 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, and to commence the construction relating to such items. If Tenant disapproves the Cost Proposal or Partial Cost Proposal, Tenant and Over-Allowance Amount the parties shall provide Landlord with a reasonably sufficient explanation, and work together in such event, Landlord and Tenant shall use good faith, diligent efforts faith to work with each other and Contractor make modifications to address Tenant's reasons for disapproving the Approved Construction Documents which will reduce the Cost Proposal or Partial Cost Proposaland Over-Allowance Amount to an amount Tenant is willing to approve, whichever is provided however, each day of delay beginning ten (10) business days after the case and a new Tenant’s receipt of the Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeatedconstitute a Tenant Delay. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, 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 ProposalProposal Approval Date.”

Cost Proposal. After the Upon receipt of Approved Working Drawings are approved by Landlord and Tenant, and the Contractor and subcontractors have been selected pursuant to Section 4.1 aboveDrawings, 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 setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Landlord in connection with the design and construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve review and deliver its approval or disapproval to the Cost Proposal to Landlord within seven fifteen (715) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant disapproves any aspect of the Cost Proposal or Partial Cost Proposal, Tenant shall provide advise Landlord with a reasonably sufficient explanationin writing of such disapproval and the reasons therefor within 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 (15) business days resubmit the same to Tenant for approval. Timing is of the essence in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving 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, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall . This process will be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver repeated until the Cost Proposal or the last Partial is mutually approved by Landlord and Tenant. The approved Cost Proposal shall be referred to Landlord, herein 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 “Approved 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 Contractor and list of subcontractors have been selected pursuant to Section 4.1 abovebe 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 setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost XXXXXX XXXX XXXXXXXXX XXXX [Kofax Image Products, Inc.] 66 proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "COST PROPOSALProposal"). The Cost Proposal shall reflect bids that will be priced by Contractor on an individual item-by-item or trade-by-trade basis. 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. 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 approve and deliver the Cost Proposal to Landlord within seven fifteen (715) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, Landlord 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 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 (or cost proposals) in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvement Improvements Allowance Items to be incurred 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"“Cost Proposal”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. Tenant shall reflect bids that 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 priced by Contractor on an individual item-by-item or trade-by-trade basisbid 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 shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the samedetermine otherwise. Tenant shall approve (or reasonably disapprove) and deliver the Cost Proposal to Landlord within seven five (75) business days of Business Days after the receipt of the same, orprovided, as however, Tenant shall have the right to a Partial Cost Proposal request Tenant Changes to the Approved Working Drawings within such five (5) business days of Business Days, following its receipt of the sameCost 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, and upon receipt conditioned or delayed)). Upon Tenant’s approval of the same a Cost Proposal by Landlord, Landlord shall be released by Tenant to cause the Contractor to purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If items (the date on which Tenant disapproves approves or is deemed to approve 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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 ProposalProposal Delivery Date”).

Cost Proposal. After the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost Proposal”). The Cost Proposal Landlord shall reflect bids that will be priced by obtain from Contractor construction costs (plus) basis on an individual item-by-item or trade-by-trade basisapproved Tenant specification for the 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 work 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"“Partial Cost Proposal”) for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, or, as to a Partial Cost Proposal within five two (52) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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, and the Contractor and subcontractors have been selected pursuant to Section 4.1 above, Landlord Tenant shall provide Tenant Landlord with a cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSALProposal") for purposes Landlord’s approval (not to be unreasonably withheld, conditioned or delayed) solely for the purpose to ensure the costs of facilitating the early purchase of items and construction of the sameImprovement Allowance Items have not been unreasonably and/or intentionally overstated. Tenant Landlord shall approve and deliver or disapprove the Cost Proposal to Landlord for such purpose within seven five (75) business days of the receipt of the same. If Landlord disapproves any portion of the Cost Proposal, or, as to Landlord shall provide Tenant with a Partial list of 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 of 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 same, and upon receipt of the same approved Cost Proposal by Landlord, Landlord shall be released by Tenant to purchase commence releasing the items set forth Improvement Allowance in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant disapproves the Cost Proposal or Partial Cost Proposal, Tenant shall provide Landlord accordance with a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated2.2 above. The date by which Tenant must approve and deliver Landlord approves the Cost Proposal or the last Partial Cost Proposal to Landlord, 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.EXHIBIT "D" -3-

Cost Proposal. After the Approved Working Drawings Documents are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "COST PROPOSAL"“Cost Proposal”). The Cost Proposal provided to Tenant for its review and approval shall reflect bids that will not, unless otherwise requested by Tenant or with regard to Tenant’s Particular Features, include any overtime charges from the Contractor or any subcontractors. In addition, the schedule provided to Tenant with regard to the construction of the Tenant 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 priced by Contractor on an individual item-by-item or trade-by-trade basis. 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 work together 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 good faith in an attempt the Approved Working Drawings which is particular to agree upon Tenant’s use (as opposed to being consistent with a mutually acceptable Cost Proposal as soon as reasonably possiblegeneral 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 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 design and construction of the sameTenant Improvements. Tenant shall approve the Cost Proposal and shall deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the sameCost Proposal from Landlord, and upon receipt of the same by Landlord, thereafter Landlord shall be released by Tenant to (i) retain the Contractor, and (ii) purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal to Landlord, as the case may be, 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 ProposalProposal Delivery Date.”

Cost Proposal. After the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated). The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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. 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as reasonably possible, the cost of all Tenant Improvement Allowance Items the Total Construction Costs to be incurred in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost Proposal”). The Tenant shall notify Landlord whether it approves the Cost Proposal shall reflect bids that will (such approval not to be priced by Contractor on an individual item-by-item or trade-by-trade basisunreasonably withheld) within five (5) Business Days after Xxxxxxxx’s submission thereof. Landlord and If Tenant reasonably disapproves of the Cost Proposal, then Tenant shall work together notify Landlord thereof specifying in good faith in an attempt reasonable detail the revisions to agree upon a mutually acceptable Cost Proposal 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 (to achieve the "PARTIAL COST PROPOSAL") 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 purposes of facilitating the early purchase of items its review and construction of the samereasonable approval. Tenant shall approve and deliver notify Landlord in writing whether it approves or reasonably disapproves of the 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 within seven (7) business days that it approves or reasonably disapproves of the receipt of the same, or, as to a Partial initial Cost Proposal within five (5) business days Business Days (or, in the case of receipt of a resubmitted Cost Proposal, within two (2) Business Days) after the samesubmission thereof, and upon receipt of the same by then, solely at Landlord’s option, Landlord Tenant shall be released by Tenant deemed to purchase the items set forth in have approved the Cost Proposal in question. Tenant’s approval (or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant disapproves deemed approval) of 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and deemed approval of the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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 ProposalExcess Costs resulting therefrom.

Cost Proposal. After the Approved Working Drawings are approved signed by Landlord and Tenant, and 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 subcontractors have been selected pursuant to Section 4.1 above, Landlord based on that bidding process shall provide Tenant with a cost proposal in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Expansion Space Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Expansion Space 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal as soon as reasonably possible. 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 PROPOSALPartial Cost Proposal") for purposes of facilitating the early purchase of items and construction of the same). Tenant shall approve and deliver the Cost Proposal to Landlord within seven ten (710) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five (5) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated). The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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, 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same“Partial Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five two (52) business days of receipt of the same, and upon receipt ). Landlord’s approval of the same by Landlordshall not be unreasonably withheld, Landlord shall be released by Tenant to purchase the items set forth in the Cost Proposal conditioned or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeateddelayed. The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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 Landlord shall use commercially reasonable efforts, within ten (10) business days after the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the design and construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, or, as to a Partial or reasonably disapprove the Cost Proposal within such five (5) business days day period, in which event (i) Tenant shall, concurrently therewith, provide to Landlord any requested changes to the Approved Working Drawings 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 the terms hereof, and (iii) except to the extent resulting from any manifest error in the Cost Proposal (e.g., a correction of a typographical error in a cost item), any delays resulting from any such disapproval of any Cost Proposal by Tenant shall constitute a Tenant Delay. Upon receipt by Landlord of Tenant’s approval of the same, and upon receipt of Cost Proposal pursuant to the same by Landlordterms hereof, 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, and to commence the construction relating to such items. If The date on which Tenant disapproves approves and delivers the Cost Proposal or Partial Cost Proposal, Tenant shall provide to Landlord with a reasonably sufficient explanation, and in such event, Landlord and Tenant shall use good faith, diligent efforts to work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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 ProposalProposal Delivery Date”.

Cost Proposal. After the Approved Working Drawings are approved signed 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 Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements (the "COST PROPOSAL"“Cost 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same“Partial Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord or disapprove and deliver Tenant’s reasons for such disapproval within seven five (75) business days of the receipt of the same, same (or, as to a Partial Cost Proposal Proposal, within five three (53) business days of receipt of the same, 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, and to commence the construction relating to such items). If Tenant disapproves the Cost Proposal or a Partial Cost Proposal, Tenant the parties shall provide Landlord with a reasonably sufficient explanation, and thereafter negotiate in such event, Landlord and Tenant shall use good faith, diligent efforts faith to work with each other and Contractor to address remove Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated’s objections. The date by which Tenant must approve and deliver the Cost Proposal Proposal, or the last Partial Cost Proposal 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 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 (or cost proposals) in accordance with the Approved Working Drawings setting forth the reconciled bids and copies of all sub-bidsDrawings, which cost proposal proposal(s) shall include, as nearly as possible, the cost of all Tenant Improvement 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"“Cost Proposal”), which Cost Proposal shall include, among other things, the Contractor’s fee, general conditions, and a reasonable contingency. The Cost Proposal may include early trade release packages for long lead time matters such as mechanical equipment. In connection with the Cost Proposal, Landlord shall reflect cause the Contractor to solicit at least three bids that from each subcontractor trade for which the total cost is expected to exceed $10,000. Tenant shall 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 priced by Contractor on an individual item-by-item or trade-by-trade basisbid 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 shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the samedetermine otherwise. Tenant shall approve and deliver the Cost Proposal to Landlord within seven five (75) business days of the receipt of the same, or, as same (and if Tenant fails to a Partial comment on the Cost Proposal within such five (5) business days of 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 sameCost 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, and upon receipt conditioned or delayed)). Upon Tenant’s approval, or deemed approval, of the same a Cost Proposal by Landlord, Landlord shall be released by Tenant to cause the Contractor to purchase the items set forth in the Cost Proposal or Partial Cost Proposal, as the case may be, and to commence the construction relating to such items. If The date on which Tenant disapproves approves or is deemed to approve 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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 ProposalProposal Delivery Date”.

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 Drawings setting forth the reconciled bids and copies of all sub-bids, which cost proposal shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred in connection with the construction of the Tenant Improvements (the "COST 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 and Tenant shall work together in good faith in an attempt to agree upon a mutually acceptable Cost Proposal 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 PROPOSAL") for purposes of facilitating the early purchase of items and construction of the same. Tenant shall approve and deliver the Cost Proposal to Landlord within seven (7) business days of the receipt of the same, or, as to a Partial Cost Proposal within five (5) business days of receipt of the same, 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, and to commence the construction relating to such items. If Tenant 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 work with each other and Contractor to address Tenant's reasons for disapproving the Cost Proposal or Partial Cost Proposal, whichever is the case and a new Cost Proposal (or Partial Cost Proposal, as applicable) shall be prepared and the process described in this Section 4.2 shall be repeated. The date by which Tenant must approve and deliver the Cost Proposal or the last Partial Cost Proposal 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.