Common use of Additional Rent Clause in Contracts

Additional Rent. Notwithstanding the provisions of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.

Additional Rent. Notwithstanding the provisions Except as otherwise specifically provided in Section 7.1 of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%Basic Rent shall be net to Landlord so that this Lease shall yield, net to Landlord, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE Basic Rent payable under this Lease for each year of the Term of this Lease and that all charges payable by Tenant under this Lease for Property Taxes, insurance premiums, utility charges, maintenance, repair and replacement expenses, all expenses relating to compliance with laws, and all other costs, fees, charges, expenses, reimbursements and obligations of every kind and nature whatsoever relating to the operation and use of the Premises, and/or the Expansion Land (defined below) (whether or not Tenant has exercised the Expansion Land Option) which may arise or become due during the Term or by reason of events occurring during the Term of this Lease or which relate to the performance by Tenant of all the terms, covenants, conditions and agreements to be performed, paid or observed by Tenant hereunder shall be paid or discharged by Tenant, at Tenant's sole cost and expense. Notwithstanding anything to the contrary, Tenant shall not be responsible for payment any property management fees or earthquake insurance premiums paid by Landlord during the Term of this Lease. Except as otherwise provided in Section 7.1 or 14.9 of this Lease, all payments of Basic Rent and Additional Rent attributable to the Operating Expenses for the Building shall be payable without previous demand therefor and sitewithout any right of setoff or deduction whatsoever. All charges payable by Tenant other than Basic Rent, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B heretohowever denoted, are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the unaudited actuals next installment of Basic Rent falling due. Rent for calendar year 2006 (and will any partial month shall be subject to change based prorated on actual costs and expenses incurred for each the basis of the categorized Exhibit B costs number of days within such calendar month and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes paid within ten (10) days of the LESSOR; later of (a) invoice from Landlord or (b) the costs incurred in any rehabilitation, reconstruction Commencement Date. Basic Rent and Additional Rent are sometimes collectively referred to as "Rent" or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order"rent."

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.365. See Paragraph 54

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. Within thirty (except 30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the extent of any so-called “deductible” foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third party on a contingency fee basis. If such audit reveals that Landlord has overcharged Tenant, the amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of overcharged shall be credited to Tenant's account within thirty (30) days after the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderaudit is concluded.

Additional Rent. Notwithstanding In addition to the provisions Base Rent reserved by Section 4.01, and notwithstanding that the payment of Base Rent does not commence until the Rent Commencement Date, commencing on the Lease Commencement Date and continuing throughout the Lease Term, Tenant shall pay: (i) in respect of the Original LeasePremises and the Building Common Area, (a) Tenant’s Building Share of Operating Expenses; (b) Tenant’s Building Share of Insurance Expenses; (c) Tenant’s Building Share of Real Property Taxes; and (d) a management fee (the “Management Fee”), payable on a monthly basis, in advance, at the same time and in the same manner applicable to monthly installments of Base Rent, in an amount equal to three percent (3%) of the then applicable monthly installment of Base Rent (for purposes of computing the Management Fee pursuant to this Amended and Restated Lease Agreement is structured as a “triple net” lease. AccordinglySection 4.01, the provisions for Additional Base Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred due for each of the categorized Exhibit B costs first eight (8) months of the Lease Term shall be deemed to be $180,657.00 per month); and expenses in 2007 and each subsequent year during (ii) with respect to the Extended Term). “Project Common Area, (a) Tenant’s Project Share of Operating Expenses, (b) Tenant’s Project Share of Insurance Expenses, and (c) Tenant’s Project Share of Real Property Taxes. As used herein, the term “Tenant’s Share” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE mean Tenant’s Building Share or any tenant specifically and directly reimburses LESSORTenant’s Project Share (as defined below), or pays third persons at LESSOR’S directions; income or franchise taxes as applicable. All of the LESSOR; foregoing payments of Operating Expenses, Insurance Expenses, Real Property Taxes, and the costs incurred in Management Fee, together with any rehabilitation, reconstruction or and all other work occasioned by any insured casualty amounts (i.e. as to which LESSOR is required to carry insurance hereunderother than Base Rent), whether or not contemplated, payable by Tenant pursuant to the exercise terms of this Lease are referred to herein, collectively, as “Additional Rent,” and Base Rent and Additional Rent are referred to herein, collectively, as “Rent.” Notwithstanding anything to the right contrary herein, Landlord may elect, at its sole and absolute discretion, instead of eminent domain charging Tenant the Tenant’s Share of certain Operating Expenses, Insurance Expenses and or Property Taxes, to charge to Tenant as Additional Rent one hundred percent (except 100%) of such expenses to the extent of any so-called “deductible” amount under policies of insurance such expenses are incurred solely in connection with Tenant’s occupancy or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation use of the Building; general corporate overhead Premises, including, without limitation, the cost of separately metered utilities servicing the Premises or taxes or special assessments related solely to Tenant’s occupancy or use of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderPremises.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord. Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment 1) Tenant’s proportionate share of Additional Rent attributable all utilities relating to the Operating Expenses for Complex as set forth in Paragraph 11, and (2) Tenant’s proportionate share of all Taxes relating to the Building and siteComplex as set forth in Paragraph 12, based on LESSEE’S Allocable Percentage. Operating Expensesand (3) Tenant’s proportionate share of all insurance premiums relating to the Complex, as set forth in Exhibit B heretoParagraph 15, including reasonable deductibles and the pre-payment of premiums for coverage of up to one year. The amount of earthquake insurance deductibles actually paid shall be amortized ( including interest at the rate of 8% per year on the unamortized cost) over a period of ten (10) years and only the amortized portion during the Term of this Lease shall be included as Additional Rent; and (4) Tenant’s proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (5) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred including attorneys’ fees and legal expenses, that may accrue thereto in the event of Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. Tenant shall pay to Landlord monthly, in advance, Tenant’s proportionate share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items. Tenant’s payment for such estimated Additional Rent for the Early Access Period as well as in the first twelve (12) months of this Lease shall be $22,600.00 per month. Prior to execution and delivery of this Lease by both parties, Landlord shall provide to Tenant complete and accurate figures setting forth the Additional Rent for each of the categorized Exhibit B costs two (2) full calendar years preceding the calendar year in which the Lease Commencement Date occurs. The respective obligations of Landlord and expenses in 2007 and each subsequent year during Tenant under this Paragraph 4 shall survive the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE expiration or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes other termination of the LESSOR; term of this Lease, and if the costs term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in any rehabilitation, reconstruction which the term hereof expires or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by otherwise terminates shall be determined and settled on the exercise basis of the right statement of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred actual Additional Rent for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding (a) Tenant shall pay and discharge, as additional rent (collectively, "Additional Rent"): (i) except as otherwise specifically provided herein, all costs and expenses of Tenant, Landlord and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the provisions ownership, use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Original Leased Premises, (B) the performance of any of Tenant's obligations under this Lease, (C) any sale or other transfer of any of the Leased Premises to Tenant under this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual including costs and expenses incurred for each in connection with the payment of a Prepayment Premium, (D) any Condemnation proceedings, (E) the adjustment, settlement or compromise of any insurance claims involving or arising from any of the categorized Exhibit B Leased Premises, (F) the exercise or enforcement by Landlord, its successors and assigns, of any of its rights under this Lease, (G) any amendment to or modification or termination of this Lease made at the request of Tenant, (H) Costs of Landlord incurred in connection with the preparation, negotiation and execution of this Lease, or incurred in connection with any act undertaken by Landlord (or its counsel) at the request of Tenant, or incurred in connection with any act of Landlord performed on behalf of Tenant, (I) the reasonable Costs of Landlord incurred in connection with any act undertaken by Landlord at the request of Tenant or Tenant's failure to act promptly in an emergency situation, (J) an administrative fee of $5,000 (the "Administrative Fee") to defer the internal costs and expenses of Landlord with respect to each applicable Related Premises in 2007 and each subsequent year during connection with Tenant's exercise of its rights under Paragraphs 36 or 37 hereof; provided that (x) the Extended Term). “Operating Expenses” total amount of Administrative Fees payable in any Lease Year shall not include exceed $150,000 in the following: aggregate for the costs Leased Premises, and (y) no Administrative Fee shall be payable in connection with any exercise by Tenant of LESSEE’S improvements its right under Paragraphs 36 or 37 hereof if the Administrative Fee is paid by UHS under the UHS Lease in connection with such transaction and services for which LESSEE (L) any other items specifically required to be paid by Tenant under this Lease; (ii) after the date all or any tenant specifically portion of any installment of Basic Rent is due and directly reimburses LESSORnot paid by the applicable Basic Rent Payment Date, or pays third persons at LESSOR’S directions; income or franchise taxes an amount (the "Late Charge") equal to the lesser of (x) $15,000 and (y) five percent (5%) of the LESSORamount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant's delinquency; provided, however, that with respect to the costs incurred first late payment of all or any portion of any installment of Basic Rent in any rehabilitationLease Year, reconstruction the Late Charge shall not be due and payable unless the Basic Rent has not been paid within five (5) days' following the due date thereof. To the extent the Tenant has timely deposited funds sufficient to pay Basic Rent then due hereunder into a lockbox established for the benefit of Landlord and/or Lender, the failure or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise delay of the right transfer of eminent domain such funds to Landlord shall not entitle Landlord to a Late Charge or to declare a default hereunder; (except iii) to the extent in excess of amounts collected by Landlord under item (iv) below, a sum equal to any so-called “deductible” amount additional sums (excluding the repayment of principal under policies of insurance or a Loan but including any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation late charge in excess of the Building; general corporate overhead amount payable under clause (ii) above for that portion of the LESSOR entityBasic Rent paid to the Lender as scheduled installments of principal and interest, default penalties, interest in excess of amounts payable under clause (iv) below for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, and fees of Lender's counsel) which are payable by Landlord to any Lender under any Note by reason of Tenant's late payment or non-payment of Basic Rent or by reason of an Event of Default; legal expenses incurred and (iv) interest at the rate (the "Default Rate") of four percent (4%) over the Prime Rate per annum on the following sums until paid in full: (A) any direct dispute with and all installments of Basic Rent and/or any particular tenant amounts of Additional Rent (other than those incurred as described in clause (B) herein below) not paid prior to the expiration of any applicable notice and cure period, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant, from the date of payment thereof by Landlord. (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, provided that amounts which are of benefit billed to Landlord or protect any third party, but not to Tenant, shall be paid within thirty (30) days after Landlord's demand for payment thereof, and (ii) any other Additional Rent, within thirty (30) days after Landlord's demand for payment thereof. (c) In no event shall amounts payable under Paragraph 7(a)(ii), (iii) and (iv) or elsewhere in this Lease exceed the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government ordermaximum amount permitted by applicable Law.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five (5) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the costs incurred in any rehabilitationright, reconstruction at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other work occasioned by any insured casualty third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be credited to Tenant's account within thirty (i.e. as to which LESSOR 30) days after the audit is required to carry insurance hereunder), concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or by the exercise other termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions Commencement Date (with regards to the 1020 Space) and beginning with the 1060 Additional Rent Commencement Date (with regards to the 1060 Space), Tenant shall pay to Landlord the following, in addition to the Basic Rent and as Additional Rent, whether or not the same to be designated as such, and Additional Rent shall be included in the term “rent” wherever used in this Lease; and, unless another time shall be expressly provided for the payment thereof, all rent and Additional Rent shall be due and payable together with the next succeeding installment of Basic Rent; and Landlord shall have the same remedies for failure to pay the same as for a nonpayment of Basic Rent: (a) Tenant’s proportionate share of expenses for the operation, management, maintenance and repair of the Original Leasebuilding(s) (including common areas of the building(s)) in which the Premises are located and Common Areas of the Complex as set forth in Article 7, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage and (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment b) Tenant’s proportionate share of Additional Rent attributable all utilities relating to the Operating Expenses for building(s) in which the Building and sitePremises are located as set forth in Article 11, based on LESSEE’S Allocable Percentage. Operating Expensesand (c) Tenant’s proportionate share of all Real Property Taxes relating to the Complex as set forth in Article 12, and (d) Tenant’s proportionate share of all insurance premiums relating to the Complex, as set forth in Exhibit B heretoArticle 15, are the unaudited actuals for calendar year 2006 and (and will be subject to change based on actual e) All charges, costs and expenses incurred for each which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses, including attorneys’ fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. Tenant shall pay to Landlord monthly, in 2007 advance, Tenant’s proportionate share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and each subsequent conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items. If the 1060 Building does not have at least one hundred percent (100%) of the rentable area thereof occupied at all times during any calendar year period during the Extended Term). demised term, then the variable portion of all charges, costs and expenses which Tenant is required to pay herein (including expenses for the operation, management, maintenance and repair of the 1060 Building [including common areas of the 1060 Building] and Common Areas of the Complex, all utilities relating to the 1060 Building and the Complex, and all Real Property Taxes and insurance premiums relating to the Complex) (herein, the “Operating Expenses” ”) for such period shall not include be deemed to be equal to the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes total of the LESSOR; variable portion of such Operating Expenses which would have been incurred by Landlord if one hundred percent (100%) of the costs incurred in any rehabilitationrentable area of the 1060 Building had been occupied for the entirety of such calendar year with all tenants paying full rent, reconstruction as contrasted with free rent, half rent or the like. Tenant’s payment for such Additional Rent as of the commencement of the term of this Lease shall be Twenty Two Thousand Dollars ($22,000.00) per month with respect to the 1020 Space and Eleven Thousand One Hundred Dollars ($11, 100.00) per month with respect to the 1060 Space. The respective obligations of Landlord and Tenant under this Article shall survive the expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right demised term of eminent domain (except to this Lease, and if the extent demised term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the demised term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. Landlord shall endeavor to provide Landlord’s reconciliation statement for the final year of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant demised term of this Lease to Tenant no later than one hundred eighty (other than those incurred which are 180) days following the expiration of benefit to or protect the rights last fiscal year of other tenants in the Building, generally); costs demised term of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthis Lease.

Additional Rent. Notwithstanding (Real Estate Taxes): (A) In the provisions event that the “Real Estate Taxes” (as hereinafter defined) levied on all or any part of the Original property of which the demised premises are a part, including the land (collectively, the “Property”), shall for any year after the New York City tax year 2019/2020 (the “base tax year”) be in excess of the Real Estate Taxes levied against the Property with respect to the base tax year during the Term, TENANT shall pay to the OWNER, as additional rent, an amount equal 1.677% percent (“TENANT’S Share”) of such excess, if any. Commencing on February 1, 2020, and on February 1st of each year thereafter during the Term, on the first day of each of the following five (5) months (ending with July 1st,) OWNER shall xxxx TENANT one-sixth (1/6th) of the estimated amount of TENANT’s Share of Real Estate Taxes, if any, for the tax year beginning July 1st in each such year, and within sixty (60) days following the expiration of the calendar year in which said monthly payments are made, OWNER shall reconcile the estimated payments and actual Real Estate Taxes payable with respect for the subject tax year. TENANT shall pay, within thirty (30) days after notice from OWNER any deficiency in said estimated payments, and, if any amount is due to TENANT, the same shall be paid to TENANT or credited against the next rent or additional rent payable by TENANT. In addition, TENANT shall pay, as additional rent, for each and every tax year, commencing with the tax year in which the term of this Lease commences, TENANT’s Share of the business improvement district (“BID”)1 or special assessment taxes levied against OWNER for the district in which the building is located from dollar one and not of the excess over the aforesaid base tax year. TENANT’S Share of the business improvement district or special taxes shall be payable within thirty (30) days of receipt of OWNER’s statement therefor. (B) If OWNER should incur any expense in connection with OWNER’s endeavor to reduce or prevent increase in the Real Estate Taxes and/or any assessed valuation and OWNER does, in fact, achieve such reduction or prevent such assessment, as the case may be, TENANT shall be obligated to pay, as additional rent, the amount computed by multiplying the TENANT’S Share by the expenses incurred by OWNER, provided that in no event shall the expenses paid by Tenant exceed the savings to Tenant. The obligation to make any payments of additional rent pursuant to this Article, including any obligation of OWNER to credit or pay Tenant, as the case may be, pursuant to the next sentence, shall survive the expiration or other termination of this Lease for a period of two (2) years. In the event OWNER receives a refund of Real Estate Taxes arising from OWNER’s contest thereof and TENANT has paid TENANT’S Share thereof, TENANT’S Share of such refund (less TENANT’S share of the expenses in procuring said refund to the extent not already paid by TENANT) shall be credited against the next installment of TENANT’s Share, and, if any amount is owed to TENANT at the time of the expiration of this Lease, this Amended and Restated Lease Agreement then, so long as TENANT is structured not in default, the same shall be paid to TENANT within thirty (30) days after such expiration. If Real Estate Taxes for the base tax year shall be reduced, including, but not limited to, as a “triple net” leaseresult of any proceeding brought by OWNER, then for the purposes of this Article 42, Real Estate Taxes for the base tax year shall be deemed to be such amount, and any prior and future payments shall be readjusted to reflect said reduction in the base tax year. AccordinglyTENANT acknowledges and agrees that only OWNER shall be eligible to institute tax reduction or other proceedings. The obligations of the parties shall survive the expiration of the term of this Lease in accordance with this Article. (C) As used herein, the provisions term “Real Estate Taxes” shall mean the aggregate amount of real estate taxes and any general or special assessments that in each case are imposed upon the Property, without taking into account any discount that OWNER receives by virtue of any early payment of Real Estate Taxes, or otherwise; provided, however, that if, because of any change in the taxation of real estate, any other tax or assessment, however denominated (including, without limitation, any franchise, income, profit, sales, use, occupancy, gross receipts or rental tax), is imposed upon the Real Property, the owner thereof, or the occupancy, rents or income derived therefrom, in substitution for Additional Rent based or in addition to any of the Real Estate Taxes, then such other tax or assessment to the extent substituted shall be included in Real Estate Taxes for purposes hereof (calculated on Operating Expenses the basis that the Property is OWNER’s sole asset and the income therefrom is OWNER’s sole income). Real Estate Taxes are rewritten as follows. LESSEE shall also pay include, without limitation, (i) assessments made upon or with respect to LESSORany “air” and “development” rights now or hereafter appurtenant to or affecting the Property, as Additional Rent under (ii) any fee, tax or charge imposed by any governmental or quasi-governmental authority for any vaults or vault spaces that in either case are appurtenant to the Property, and (iii) any taxes or assessments levied after the date of this Lease, in whole or in part, for public benefits to the following amounts based on LESSEE’S allocable percentage (which is 8.3441%Property, provided that the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE so-call BID taxes and assessments shall be responsible for payment separately paid in full as provided in subparagraph (A) above. Real Estate Taxes shall not include (a) any franchise, transfer, estate or inheritance taxes imposed on OWNER, or income taxes imposed upon OWNER, or (b) any fines, penalties or interest incurred as a result of Additional Rent attributable OWNER’s failure to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentagepay any Real Estate Tax when due. Operating Expenses, Except as set forth in Exhibit B heretoSection 42(B) above, in no event shall Tenant be entitled to any credit in the event the Real Estate Taxes are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other less than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderbase year.

Additional Rent. Notwithstanding a. In addition to the provisions Rent, Tenant shall pay to Landlord that percent of the Original Leasetotal cost of the following items ("Adjustments") as the total floor area of the Premises bears to the total floor area of the Building as of the first day of each calendar month. (i) All real estate taxes and insurance premiums. Said real estate taxes shall include all real estate taxes and assessments that are levied upon or assessed against the Premises, this Amended including any taxes which may be levied on rents. Said insurance premiums shall include all insurance premiums for fire, extended coverage, public liability, and Restated Lease Agreement is structured other insurance which Landlord deems necessary. If any tenant(s) in the Building pay taxes directly to any taxing authority or carry their own insurance, as a “triple net” lease. Accordinglymay be provided in their leases, the provisions square footage of their leased Premises shall not be included as part of the floor area of the Building for Additional Rent based on Operating Expenses purposes of calculating Tenant's share of Adjustments: (ii) All costs to maintain, repair, replace, supervise, insure (including provision of public liability insurance) and Taxes are rewritten as follows. LESSEE shall also pay to LESSORadminister common areas, as Additional Rent under the Leaseparking lots, landscaping, sidewalks, driveways, roof covering, downspouts and gutters, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each structural portions of the categorized Exhibit B costs roof, foundations and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation exterior walls of the Building; general corporate overhead , and other areas used in common by the tenants or occupants of the LESSOR entity; legal expenses incurred Building. Said costs may include a reasonable administrative fee payable to Landlord. Nothing in the foregoing sentence shall be construed to make Tenant liable for capital improvement. (iii) Any parking charges or other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority or insurer in connection with the use or occupancy of the Premises or the common areas of the Building. (iv) Management fees for the operation of the Building not to exceed, however, any annual sum equal to four (4%) percent of the total annual fixed rent for the Building. b. Upon commencement of this Lease, Landlord shall submit to Tenant an estimate of monthly Adjustments for the period between such commencement date and the following July 1 and Tenant shall pay these estimated Adjustments on a monthly basis concurrently with the payment of the Rent. Tenant shall continue to make such monthly payments until notified by Landlord of a change therein. Once annually, Landlord shall provide to Tenant a statement showing the total Adjustments for the prior year and Tenant's allocable share thereof, prorated from the commencement date of this Lease during the first year. If the total monthly payments which Tenant has made for the prior year (or portion thereof during which the Lease was in effect) is less than the Tenant's actual share of such Adjustments, then Tenant shall pay the difference in a lump sum and ten (10) days after receipt of such statement from Landlord. Any overpayment by Tenant shall be credited towards the Adjustments next due. The actual Adjustments for the prior year shall be used for purposes of calculating the estimated monthly Adjustments for the current year with actual determination of such Adjustments occurring after the end of each calendar year, except that in any direct dispute with any particular tenant (other than those incurred year in which resurfacing of the common parking area or major roof repairs are planned, Landlord may include the estimated cost of benefit to or protect the rights of other tenants such work in the Buildingestimated monthly Adjustments. Even though the term of this Lease has expired and Tenant has vacated the Premises, generally); costs when the final determination is made of renovations Adjustments for the year in which this Lease terminates, Tenant shall immediately pay any increase over the estimated Adjustment previously paid and, conversely, any overpayment shall be credited to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthe Tenant's account.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common area of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five (5) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such additional Rent and/or (ii) at the option of Landlord. Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorate share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent Items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays Landlord crediting to Tenant (providing Tenant is not in default in the performance of any for the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other third persons party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at LESSOR’S directions; income no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or franchise taxes other termination of the LESSOR; term of this lease, and if the costs term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in any rehabilitation, reconstruction which the term hereof expires or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by otherwise terminates shall be determined and settled on the exercise basis of the right statement of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred actual Additional Rent for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year pricing such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding (a) At least five (5) days prior to each date on which any payment on account of Additional Rent is required to be paid by Carlo Pazolini to CIT pursuant to the provisions terms of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, Sublease or to Landlord pursuant to the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under terms of the Lease, Mesoblast shall pay to Carlo Pazolini the corresponding amount due to CIT pursuant to this Sub-Sublease. In addition, commencing on January 1, 2015, at least five (5) days prior to each date thereafter on which any payment in respect of Taxes (as defined in Section 3.01(D) of the Lease) (“CP’s Tax Payment”) and Operating Expenses (as defined in Section 3.03(E) of the Lease), (“CP’s Operating Payment”) is required to be paid by Carlo Pazolini to CIT pursuant to Section 4(c) of the Sublease, Mesoblast shall pay to Carlo Pazolini the amounts by which CP’s Tax Payment and CP’s Operating Payment exceed the respective amounts of CP’s Tax Payment and CP’s Operating Payment payable by Carlo Pazolini to CIT for the 2014 calendar year. Within ten (10) days after receipt of Landlord’s Statement, Carlo Pazolini shall furnish to Mesoblast a statement setting forth CP’s Tax Payment payable on June 1 and December 1 of the following amounts calendar year and CP’s Operating Payment payable each month for the following calendar year, which statement shall be based on LESSEE’S allocable percentage the corresponding statements or estimates received from Landlord or CIT, as applicable, for such year. In addition, Carlo Pazolini shall furnish to Mesoblast, promptly after receipt thereof by Carlo Pazolini, copies of (i) any Landlord Statements (as defined in the Lease) or Landlord estimates with respect to Tenant’s Operating Payments or Tenant’s Tax Payments (each of such terms, as defined in the Lease) received from Landlord or CIT and (ii) any notices, estimates or statements received from CIT relating to CP’s Operating Payments and/or CP’s Tax Payments. If Carlo Pazolini shall receive any refund or credit with respect to any overpayment by Carlo Pazolini of CP’s Operating Payments and/or CP’s Tax Payments for any year with respect to which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment Mesoblast has made payments of Additional Rent attributable for same pursuant to this Paragraph 4(a), Carlo Pazolini shall within ten (10) business days after receipt of such refund pay to Mesoblast or credit against Additional Rent payments next coming due hereunder the portion of such refund that relates to the Operating Expenses respective Additional Rent paid by Mesoblast under this Paragraph 4(a) for such year. (b) Mesoblast shall pay for electricity supplied to the Building Subleased Premises directly to the utility company providing such electrical service pursuant to Section 33 of the Sublease. Mesoblast shall also have usage control over the HVAC package unit located within the Subleased Premises and siteshall be entitled to utilize one (1) conduit benefitting the Subleased Premises in accordance with Section 33 of the Sublease. (c) In the case of any of Additional Rent payments which are not due on a regular basis on the first day of the month, based on LESSEE’S Allocable Percentage. Operating ExpensesCarlo Pazolini shall give Mesoblast notice of the due date and amount thereof promptly after its receipt of an invoice from CIT or Landlord, and Mesoblast shall make payment to Carlo Pazolini (or if permitted by CIT or Landlord, directly to CIT or Landlord, as set forth applicable) in Exhibit B hereto, are the unaudited actuals for calendar year 2006 each case within ten (and will be subject to change based on actual costs and expenses incurred for each 10) days after its receipt of such notice together with a copy of the categorized Exhibit B costs and expenses related xxxx and/or supporting documentation received from CIT and/or Landlord, as applicable, except where a shorter period is specified in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any sothis Sub-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderSublease.

Additional Rent. Notwithstanding A. Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant pursuant to the provisions terms of this Lease shall be considered “Additional Rent” payable in the Original Lease, this Amended same manner and Restated Lease Agreement is structured upon the same terms and conditions as a “triple net” leasethe Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Accordingly, Any failure on the provisions for part of Tenant to pay such Additional Rent based on Operating Expenses when and Taxes are rewritten as follows. LESSEE the same shall also become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent. B. In addition to the Minimum Annual Rent, Tenant shall pay to LESSORLandlord for each calendar year during the Lease Term, as Additional Rent under Rent, Tenant’s Proportionate Share of all costs and expenses incurred by Landlord during the LeaseLease Term for Real Estate Taxes (as hereinafter defined), the following amounts based on LESSEE’S allocable percentage Insurance Premiums (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the as hereinafter defined) and Operating Expenses (as hereinafter defined) for the Building and siteCommon Areas within the Project. C. For purposes of this Lease, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall mean all of Landlord’s reasonable expenses for operation, repair, replacement, and maintenance to keep the Building and Common Areas in good order, condition and repair pursuant to Section 7.02B hereof, together with an annual management or administrative fee in the amount of two percent (2%) of Landlord’s annual gross rental income from the Building. The Operating Expenses shall include, but not include be limited to, utilities serving the following: Common Areas, insurance deductibles actually paid by Landlord as a result of a casualty claim, but in no event exceeding $25,000 per occurrence; stormwater discharge, license, permit, inspection and other fees, except as otherwise set forth below; fees and assessments imposed by any covenants or owners’ association in effect as of the effective date hereof (without amendments that would unreasonably increase such fees and assessments); security services; and maintenance and repair of the driveways, parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, drainage strips, storm conveyance systems and sewer lines, exterior walls, roof repairs and gutters. The cost of any Operating Expenses which are of a capital nature shall be amortized over the useful life of such improvement (under generally accepted accounting principles), and only the annual amortized portion shall be included in Operating Expenses. For purposes of this Lease, any improvements performed by Landlord or expenditures made by Landlord in excess of $5,000.00 shall be deemed to be of a “capital” nature and the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORthereof shall be amortized as set forth above. Operating Expenses shall exclude expenses due to: (i) intentionally omitted; (ii) intentionally omitted; (iii) painting, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction redecorating or other work that Landlord performs for any other tenant or prospective tenant of the Building; (iv) repairs or other work (including rebuilding) occasioned by fire, windstorm or other casualty in excess of deductibles not to exceed $25,000 per occurrence or by condemnation; (v) any insured casualty costs that are separately charged to and payable by tenants or for which Landlord is compensated by insurance proceeds or warranties; (i.e. as vi) leasing commissions and expenses of procuring tenants, including lease concessions and lease take-over obligations; (vii) depreciation; (viii) interest on and amortization of debt; (ix) taxes of any nature, including Real Estate Taxes and assessments (payment of which is specifically addressed in Section 3.02B above) and interest and penalties for late payment of taxes; (x) rent payable under any lease to which LESSOR this Lease is required to carry insurance hereunder)subject; (xi) supervisory personnel or property managers , whether on-site or off-site; (xii) costs and expenses of enforcing leases against tenants, including legal fees; (xiii) managing agents’ commissions, fees, or other similar compensation howsoever characterized other than as expressly provided herein; (xiv) all administration costs, including, without limitation, personnel, office expenses, and supplies, other than as expressly provided herein; (xv) expenses resulting from any violation by the exercise Landlord of the right terms of eminent domain any lease of space in the Building or of any ground or underlying lease or any mortgage; (xvi) the repair of any part of the Common Areas that was inadequately designed or defectively constructed; (xvii) intentionally omitted; (xviii) insurance (payment of which is specifically addressed in Section 3.02B above); (xix) payments of deductible amounts under insurance policies, except as specifically provided above; (xx) expenses for vacant or vacated space, including utility, security and renovating costs for such space; (xxi) all costs and expenses associated with any environmental clean-up work of Hazardous Materials existing on the Project prior to the Commencement Date of the Lease or occurring thereafter as a result of the actions of Landlord, its agents, employees or contractors, or any third parties to the extent Landlord has recovered such costs from third parties (Landlord agrees to diligently pursue such recovery); (xxii) any costs and expenses associated with Landlord’s compliance with Legal Requirements pursuant to Section 7.04 hereof, except to the extent compliance is required because of any so-called “deductible” amount under policies amendments, changes, or modifications to the Legal Requirements which become effective after the date of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Ownerthis Lease (subject to being amortized as a capital item as set forth above); depreciation (xxiii) seasonal/holiday display items; (xxiv) Landlord’s profit, administrative and overhead costs (including, but not limited to: office space, equipment and utilities whether on-site or off-site; legal, accounting or administrative services; and Landlord’s personnel), other than expressly provided herein, (xxv) stormwater discharge, license, permit, inspection and other fees associated with the initial construction of the Building or the Common Areas; and (xxvi) replacement costs for the foundation, exterior walls, structural frame and roof of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; for driveways and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderparking areas.

Additional Rent. A. As part of the consideration for the execution of this Lease Agreement, and in addition to the Base Rent specified above, Tenant covenants and agrees to pay, for each calendar year during the Term, as additional rent (the “Additional Rent”), Tenant’s pro rata share of the Operating Expenses (as hereinafter defined) for that year. Tenant’s pro rata share shall be a fraction, the numerator of which is the Net Rentable Area in the Manufacturing Space plus the Net Rentable Area of the Interior Mechanical Space and the denominator of which is the Net Rentable Area in the Building, excluding the Net Rentable Area of the Exterior Mechanical Space and any other exterior mechanical space in, on or about the Building, which shall not be included in the calculation of Tenant’s pro rata share of Operating Expenses. Notwithstanding the provisions foregoing sentence, in regards to the Interior Mechanical Space, Tenant’s pro-rata share of the Original LeaseOperating Expenses (i) shall not include a component for janitorial services for such space, as janitorial services will not be furnished by Landlord to such space; and (ii) Tenant’s share of heating, ventilation and air conditioning (“HVAC”) costs for such space will be billed back in accordance with Exhibit H and H-1 of this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, and will be equal to the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent HVAC costs attributable to the Interior Mechanical Space. B. All Operating Expenses for shall be determined in accordance with generally accepted accounting principles, consistently applied and shall be computed on the Building and site, based on LESSEE’S Allocable Percentageaccrual basis. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). The term “Operating Expenses” as used herein shall not include mean all expenses, costs and disbursements in connection with the following: the costs of LESSEE’S improvements ownership, operation, management, maintenance and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation repair of the Building; general corporate overhead , the Land, related pedestrian walkways, landscaping, fountains, roadways and parking facilities (including the Garage [as defined on Exhibit C]), and such additional facilities to service any of the LESSOR entity; legal expenses incurred foregoing in any direct dispute with any particular tenant subsequent years as may be necessary or desirable in Landlord’s reasonable discretion (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generallythe Land and said additional facilities being hereinafter sometimes referred to as the “Complex”); costs of renovations , including but not limited to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.the following:

Additional Rent. Notwithstanding Commencing on the provisions Commencement Date (as determined pursuant to Section 2.3 above) and continuing throughout the Term, in addition to the Base Monthly Rent due and payable on and after the Rent Commencement Date, Tenant shall pay to Landlord as additional rent ("Additional Rent") the following amounts: A. Tenant's Proportionate Share of all Operating Expenses (as defined in Article 13). Payment shall be made by whichever of the Original Leasefollowing methods (or combination of methods) is (are) from time to time designated by Landlord: (1) Landlord may xxxx to Tenant, this Amended on a periodic basis not more frequently than monthly, Tenant's Proportionate Share of such expenses (or group of expenses) as paid or incurred by Landlord, and Restated Lease Agreement is structured Tenant shall pay such share of such expenses within thirty (30) days after receipt of a written xxxx therefore from Landlord; and/or (2) Landlord may deliver to Tenant Landlord's reasonable estimate of any given expense (or group of expenses, such as a “triple net” lease. Accordingly, Landlord's Insurance Costs or Real Property Taxes) which it anticipates will be paid or incurred for the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSORensuing calendar or fiscal year, as Additional Rent under Landlord may determine, and Tenant shall pay Tenant's Proportionate Share of such expenses for such year in equal monthly installments during such year with the Lease, installments of Base Monthly Rent. Landlord reserves the following amounts based right to change from time to time the method of billing Tenant Tenant's Proportionate Share of such expenses or the periodic basis on LESSEE’S allocable percentage (which such expenses are billed. B. Landlord's share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; C. Any legal fees and costs that Tenant is 8.3441%, the ‘‘Allocable Percentage”):obligated to pay or reimburse to Landlord pursuant to Article 13; and A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable D. Any other charges or reimbursements due Landlord from Tenant pursuant to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each terms of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthis Lease.

Additional Rent. Notwithstanding During the provisions Term, in addition to paying the Monthly Rent specified in Section 3.1 above, Subtenant shall pay Subtenant’s Share of the Original annual “Operating Cost Share Rent,” “Tax Share Rent,” and “Additional Rent” (all as defined in Section 2(a) of the Master Lease) allocated to the tenants of the Building under the Master Lease and payable during the Term. “Subtenant’s Share” shall mean Twenty and Forty-Nine Tenths percent (20.49%), based upon the ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet in the Building (i.e., 23,191 rentable square feet divided by 113,193 rentable square feet). Such payments by Subtenant, together with any and all other amounts payable by Subtenant to Sublandlord pursuant to the terms of this Amended Sublease (not including Monthly Rent), are hereinafter referred to as the “Additional Rent.” The calculation, payment and Restated reconciliation of the Additional Rent payments by Subtenant and Sublandlord shall be made in the same manner as between Landlord and Tenant under Section 2(c) of the Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant Subtenant’s Share of any Additional Rent overpayments received by Sublandlord under the Master Lease Agreement is structured as a “triple net” leaseand shall do so within at least 30 days after receipt of overpaid funds from Landlord, and Subtenant shall pay to Sublandlord any Additional Rent underpayments prior to the date due from Sublandlord under the Master Lease. AccordinglyAdditionally, the provisions for Subtenant shall pay, as Additional Rent, its proportionate share (20%) of the Sublandlord’s portion of the Building’s engineering and facility services contract which is billed separately from the Building Operating Cost Share Rent based on Operating Expenses by the Landlord. In 2013 the Subtenant’s proportionate share is Seventeen Hundred and Taxes Ninety-One Dollars ($1,791) per month. The contract has escalations of three percent (3%) in years 2014 and 2015. The contract will be re-negotiated in 2016. If any utilities serving the Sublease Premises are rewritten as followsseparately metered, Subtenant shall pay all costs of the same attributable to the Sublease Premises directly to the providing utility. LESSEE Subtenant shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage Sublandlord for (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable i) expenses incurred by Sublandlord to the Operating Expenses for extent that they relate directly to the Building Sublease Premises and siteto no other portion of the Property, and (ii) Subtenant’s pro rata share, based on LESSEE’S Allocable Percentage. Operating Expensesthe ratio of the number of rentable square feet of the Sublease Premises to the total number of rentable square feet in the Premises, as of other reasonable expenses incurred by Sublandlord during the Term which are directly related to maintaining, operating and repairing the Building, to the extent such expenses are not included in the items set forth in Exhibit B heretothe first paragraph of this Section 3.2. The expenses described in the preceding two sentences shall be included within “Additional Rent.” All invoices for such costs shall be paid by Subtenant within thirty (30) days of receipt of invoice. The expenses described in the second sentence of this paragraph shall not include, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and without limitation, any expenses incurred for each of the categorized Exhibit B costs type and expenses kind which are described in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes Section 2(d)(ii) of the LESSOR; Master Lease. Sublandlord shall, at Sublandlord’s option, credit or refund to Subtenant any overpayments received by Sublandlord under this paragraph and shall do so within at least 30 days after receipt of overpaid funds from Landlord. Subtenant and Sublandlord may enter into a separate agreement, at the costs incurred in any rehabilitationSublandlord’s sole discretion, reconstruction or other work occasioned by any insured casualty (i.e. as for additional services to which LESSOR is required to carry insurance hereunder), or be provided by the exercise of Sublandlord at the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderSubtenant’s additional cost.

Additional Rent. Notwithstanding All monies other than Base Rent required to be paid by Sublessor under the provisions Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Direct Expenses” (as defined in Section 4.2.2 of the Original Master Lease) and costs of utilities under Section 6.1 of the Master Lease, this Amended as incorporated herein, with respect to the Subleased Premises shall be paid by Sublessee hereunder as and Restated Lease Agreement is structured when such amounts are due under the Master Lease, as incorporated herein. All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a “triple net” lease. Accordinglymaterial part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the provisions Master Lease as to the Subleased Premises, or the Subleased Premises, such that Sublessor shall receive, as a net consideration for this Sublease, the Base Rent payable under Paragraph 4.A hereof. Notwithstanding anything in this Sublease to the contrary, Additional Rent based on Operating Expenses shall not include, and Taxes are rewritten as follows. LESSEE Sublessee shall also have no obligation to pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage for: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) any charges that apply solely to the Operating Expenses 100 Premises/100 Building (e.g., real estate taxes on leasehold improvements therein), (b) late fees or penalties assessed against Sublessor as a result of Sublessor’s acts or omissions, (c) charges incurred as a result of excess or additional services specifically requested by Sublessor for the 100 Premises/100 Building or for or including the Subleased Premises without Sublessee’s consent or as a result of Sublessee’s actions (including after hours utilities), and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth (d) the cost of utilities and services consumed by Sublessor in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each 100 Premises in excess of the categorized Exhibit B costs reasonable and expenses normal use of a comparable office user in 2007 and each subsequent year during the Extended TermProject (such as for labs or server rooms in the 100 Premises/100 Building). “Operating Expenses” , in which event Sublessor shall not include reasonably apportion the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes utilities portion of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned Direct Expenses payable by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderSublessee.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of each calendar year or more frequently if Landlord elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; the costs incurred terms, covenants and conditions of this Lease)in which case Landlord shall credit such amount towards cure of Tenant's default and, once default is cured, return any balance to Tenant any amount of estimated payments made by Tenant in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise excess of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred Landlord's actual expenditures for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government ordersaid Additional Rent items.

Additional Rent. Notwithstanding 28.1 Tenant hereby covenants and agrees to pay as additional rent the provisions amounts as set forth hereinbelow. 28.2 Tenant's Proportionate Share of the Original total annual real estate taxes, assessments, (including special assessment), personal property tax, sewer rents, rates and charges (hereinafter referred to as the "Real Estate Taxes") which shall be levied, imposed or assessed upon the Real Property. Taxes are paid quarterly by the Landlord and appropriate billing will be submitted to the Tenant quarterly, setting forth the amount of the taxes paid or to be paid, at which time the Tenant will be required to pay said amount to the Landlord as additional rent hereunder. 28.3 During the Term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, as Additional Rent under Landlord its Proportionate Share of the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Landlord's Operating Expenses: LESSEE . 28.4 The "Landlord's Operating Costs" shall be responsible for payment the cost and expense of Additional Rent attributable to the Operating Expenses for operating and maintaining the Building and sitethe Real Property, based on LESSEE’S Allocable Percentage. Operating Expensesincluding the Common Facilities, in a manner deemed by Landlord to be reasonable and appropriate and for the best interests of the Entire Premises, including, without limitation, all reasonable costs and reasonable expenses of operating, maintaining, managing, repairing, replacement, lighting, cleaning, painting, stripping, insuring, policing and securing (including the cost of uniforms, equipment and all employmant taxes), heating, ventilating and air-conditioning the Common Facilities or the Entire Premises as a whole; each and every expense incurred in connection with the ownership, administration, management, operation and maintenance of the Entire Premises, including, but not limited to, wages, salaries and fees paid to persons either employed by Landlord or engaged as independent contractors in the operation of the Entire Premises and such other typical items of expense as indicated below; operating and maintaining any sprinkler system serving the Entire Premises, as set forth in Exhibit B heretoa whole or the Common Facilities; any electrical, are the unaudited actuals for calendar year 2006 (gas, water and will be subject to change based on actual sewer costs and expenses incurred for each of charges relating to the categorized Exhibit B costs and expenses in 2007 and each subsequent year during Common Facilities or the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. Entire Premises as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain a whole (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Ownerseparately charged to Tenants); depreciation taxes, insurance, including liability insurance for personal injury, death and property damage, flood insurance (if required by mortgagee), insurance against fire, extended coverage and such other casualty insurance as Landlord shall deem appropriate, rental insurance, boiler and machinery insurance, insurance against liability for defamation (except to the extent separately charged to Tenants); plate glass insurance for glass exclusively serving the area in which the Common facilities are from time to time located or the Entire Premises as a whole: cleaning costs, including, but not limited to, window cleaning, general office cleaning, cleaning of the Buildingcommon areas; general corporate overhead of the LESSOR entityservice contracts, including but not limited to; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Buildingcontracts for elevator service, generally)HVAC service, rubbish removal, carting, janitorial and watchman services and snow removal; costs of renovations to other tenants’ spaceslandscaping; cost of insurances fees and/or salaries of superintendents, engineers, custodians; towel service for common lavatories; removal of snow, ice and debris; regulation of traffic; costs and expenses of capital improvementsinspection and personal property taxes and other charges incurred in connection with such equipment; brokerage costs and advertising expenses of replacement of paving, curbs, walkways, landscaping, drainage, pipes, ducts, conduits, lighting facilities and similar items; costs and expenses of repairing and other structural repairs relating to the Entire Premises; or if reimbursed to Landlord within the scope of fire or other casualty insurance coverage; costs and expense of planting, replanting and replacing flowers, shrubbery and planters; services, if any, furnished by Landlord for non-exclusive use of all Lessees on a non-profit basis, including parcel pick-up and delivery services and shuttle bus services. Provided, however, to the extent that any common areas such as waiting or reception areas are limited to some but not all Tenants, then only those Tenants to whom the common facility is limited shall share pro rata in seeking new tenants; accordance with the aforementioned formula. Landlord shall, in writing, designate those limited Common Facilities. 28.5 The charges required hereunder shall be paid by Tenant in monthly installments with monthly installments of Annual Basic Rent in such amounts as are estimated by Landlord, together with such additional amounts and penalties incurred due credits invoiced by Landlord as and when Landlord's Operating Costs for any accounting year of Landlord have been determined, within thirty (30) days of Landlord's statement therefor. Upon Tenant's reasonable notice, Landlord shall make available for Tenant's inspection, during normal business hours, Landlord's records relating to LESSOR’S willful violation Landlord's Operating Costs for the period covered by any invoice. Failure of Landlord to provide the statement called for hereunder, within the time prescribed, shall not discharge Tenant from its obligation hereunder. In the event of any direct violation of overpayment, such overpayment shall be refunded to Tenant. In the event Landlord or any government ordermortgagee should require any particular Operating Cost to be escrowed, such escrow items shall be paid by Tenant.

Additional Rent. Notwithstanding Lessor and Lessee acknowledge that Lessor is obligated to pay additional rent under the provisions of Prime Lease for taxes, operating expenses, insurance, common area maintenance charges and other expenses incurred in connection with the Original Lease, this Amended Property (hereinafter "Additional Rent"). Lessor and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Lessee agree that Lessee shall also pay to LESSOR, as all Additional Rent under the Prime Lease subject to reimbursement by Lessor for its proportionate share of such Additional Rent. To the extent any Additional Rent is or becomes payable to Prime Lessor directly under the terms of the Prime Lease, Lessor and Lessee agree to pay such amounts directly to Prime Lessor. In the following amounts based on LESSEE’S allocable percentage (which is 8.3441%event any such Additional Rent shall remain payable directly by Lessor after the Commencement Date, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE Lessor shall be responsible entitled to reimbursement by Lessee for payment Lessee's proportionate share of Additional Rent attributable such sums. Lessor's proportionate share is calculated by dividing the rentable area of the First Floor Retained Premises and Second Floor Retained Premises (as applicable) by the rentable area of the premises leased by Lessor pursuant to the Operating Expenses for Prime Lease. In the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are event the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each rentable area of the categorized Exhibit B costs and expenses in 2007 and each subsequent year First Floor Retained Premises or Second Floor Retained Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Extended Term), then Lessee's proportionate share shall be recalculated. “Operating Expenses” shall not include Lessee's proportionate share is calculated by dividing the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes rentable area of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or Premises and by the exercise rentable area of the right of eminent domain (except premises leased by Lessor pursuant to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderPrime Lease.

Additional Rent. Notwithstanding the provisions Except as stated above and commencing as of the Original LeaseNovember 16, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly2005, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord’s designated agent in addition to the Basic Rent and as Additional Rent under the following: (a) All Taxes relating to the Premises set forth in Paragraph 10, and (b) All insurance premiums and deductibles relating to the Premises set forth in Paragraph 14, and (c) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest (third party interest) and penalties, costs and expenses including reasonable attorneys’ fees and legal expenses, that may accrue thereto in the event of Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease, . In the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment event of nonpayment by Tenant of Additional Rent attributable Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Basic Rent, and (d) All prorated costs and expenses related to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, Ardenwood Technology Park Property Owners’ Association as set forth in Exhibit B heretoParagraph 43 (“Association Dues”). Notwithstanding anything to the contrary above, are on the unaudited actuals Commencement Date, Tenant shall also pay during the Basic Rent Abatement Period one hundred percent (100%) of all utilities, including electric and gas (PG&E), garbage and water charges (Alameda County Water District), and supplemental tax bills related to the installation of the Interior Improvements and the Other Tenant Improvements to be constructed by Tenant. The Additional Rent due hereunder shall be paid to Landlord or Landlord’s agent (i) within ten (10) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice and appropriate supporting information from Landlord or Landlord’s agent for such Additional Rent and in no event earlier than thirty (30) days before the related payment is due to the respective agency and/or entity (notwithstanding anything to the contrary herein, Landlord shall not be required to submit ongoing monthly statements to Tenant reflecting amounts owed as Additional Rent) and/or (ii) at the option of Landlord, which option as related to taxes and insurance may only be elected if Tenant has been in default with respect to the terms of this Lease after the expiration of applicable cure periods within the immediately preceding twelve (12) calendar months, Tenant shall pay to Landlord monthly, in advance, Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled (i) within one hundred twenty (120) days of the end of each calendar year 2006 and (ii) within 120 days after the Termination Date (or as soon thereafter as reasonably possible if, for whatever reason, the Landlord cannot complete the reconciliation within said 120 day periods) or more frequently if Landlord elects to do so at Landlord’s sole and will be subject absolute discretion as compared to change based on Landlord’s actual costs expenditure for said Additional Rent items. In the event of any underpayment by Tenant of Additional Rent items, Tenant shall pay to Landlord, within thirty (30) days of Tenant’s receipt of an invoice from Landlord, any amount of actual expenses expended by Landlord in excess of said estimated amount. In the event of any overpayment by Tenant, Landlord shall credit any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items to Tenant (provided Landlord may withhold any portion thereof and expenses incurred for each credit Tenant to cure Tenant’s default in the performance of any of the categorized Exhibit B costs terms, covenants and expenses in 2007 and each subsequent year during conditions of this Lease. Within thirty (30) days after receipt of Landlord’s reconciliation, Tenant shall have the Extended Term)right, at Tenant’s sole expense, to audit, at a mutually convenient time at Landlord’s office, Landlord’s records specifically limited to the foregoing expenses. “Operating Expenses” Such audit must be conducted by Tenant or Tenant’s agent, who shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORbe a Certified Public Accountant, or pays an independent regional or nationally recognized accounting firm that is not being compensated by Tenant or other third persons party on a contingency fee basis. Tenant shall submit to Landlord a complete copy of said audit at LESSOR’S directions; income no expense to Landlord and a written notice stating the results of said audit, and if such notice by Tenant and the respective audit reveals that Landlord has overcharged Tenant, and if the audit is not challenged by Landlord, the amount overcharged shall be credited to Tenant’s account within thirty (30) days after completion of Landlord’s review and approval of said audit. The audit rights of Tenant under this Paragraph 4.D are granted for Tenant’s personal benefit and may not be assigned or franchise taxes transferred by Tenant, either voluntarily or by operation of the LESSOR; the costs incurred law, in any rehabilitationmanner whatsoever except to a Permitted Transferee. Provided Tenant obtains Landlord’s written consent to (i) an assignment to a Permitted Transferee, reconstruction as referenced in Paragraph 18.E (“Assignment and Subletting: Permitted Transfers”) and/or (ii) an other assignment, said audit rights may be assigned by Tenant; however, the audit rights shall only be applicable to the period that commences after the date of assignment and/or merger to a Permitted Transferee and/or other Landlord approved assignment as the case may. Notwithstanding anything to the contrary herein, no subtenant shall have any right to conduct an audit of Landlord’s books and/or records. Landlord shall, upon request by Tenant, provide Tenant with copies of individual invoices related to the foregoing actual expenses, either by facsimile or by U.S. mail; however, in no event shall Landlord be obligated to provide duplicate copies of any invoice or other work occasioned by any insured casualty Lease documentation to Tenant and/or Tenant’s representative (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise if any) for an audit of the right Tenant’s records outside of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderLandlord’s office.

Additional Rent. Notwithstanding (a) Tenant shall pay and discharge, as additional rent (collectively, "Additional Rent"): (i) except as otherwise specifically provided herein, all costs and expenses of Tenant, Landlord and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the provisions ownership, use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Original Leased Premises, (B) the performance of any of Tenant's obligations under this Lease, (C) any sale or other transfer of any of the Leased Premises to Tenant under this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual including costs and expenses incurred for each in connection with the payment of a Prepayment Premium, (D) any Condemnation proceedings, (E) the adjustment, settlement or compromise of any insurance claims involving or arising from any of the categorized Exhibit B Leased Premises, (F) the exercise or enforcement by Landlord, its successors and assigns, of any of its rights under this Lease, (G) any amendment to or modification or termination of this Lease made at the request of Tenant, (H) Costs of Landlord incurred in connection with the preparation, negotiation and execution of this Lease, or incurred in connection with any act undertaken by Landlord (or its counsel) at the request of Tenant, or incurred in connection with any act of Landlord performed on behalf of Tenant, (I) the reasonable Costs of Landlord incurred in connection with any act undertaken by Landlord at the request of Tenant or Tenant's failure to act promptly in an emergency situation, (J) an administrative fee of $5,000 (the "Administrative Fee") to defer the internal costs and expenses of Landlord with respect to each applicable Related Premises in 2007 and each subsequent year during connection with Tenant's exercise of its rights under Paragraphs 36 or 37 hereof, provided that (x) the Extended Term). “Operating Expenses” total amount of Administrative Fees payable in any Lease Year shall not include exceed $150,000 in the following: aggregate for the costs Leased Premises and (y) no Administrative Fee shall be payable in connection with any exercise by Tenant's of LESSEE’S improvements its rights under Paragraphs 36 or 37 hereof if the Administrative Fee is paid by Mercury under the Mercury Lease in connection with such transaction, and services for which LESSEE (L) any other items specifically required to be paid by Tenant under this Lease; (ii) after the date all or any tenant specifically portion of any installment of Basic Rent is due and directly reimburses LESSORnot paid by the applicable Basic Rent Payment Date, or pays third persons at LESSOR’S directions; income or franchise taxes an amount (the "Late Charge") equal to the lesser of (x) $15,000 and (y) five percent (5%) of the LESSORamount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant's delinquency; provided, however, that with respect to the costs incurred first late payment of all or any portion of any installment of Basic Rent in any rehabilitationLease Year, reconstruction the Late Charge shall not be due and payable unless the Basic Rent has not been paid within five (5) days' following the due date thereof. To the extent the Tenant has timely deposited funds sufficient to pay Basic Rent then due hereunder into a lockbox established for the benefit of Landlord and/or Lender, the failure or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise delay of the right transfer of eminent domain such funds to Landlord shall not entitle Landlord to a Late Charge or to declare a default hereunder; (except iii) to the extent in excess of amounts collected by Landlord under item (iv) below, a sum equal to any so-called “deductible” amount additional sums (excluding the repayment of principal under policies of insurance or a Loan but including any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation late charge in excess of the Building; general corporate overhead amount payable under clause (ii) above for that portion of the LESSOR entityBasic Rent paid to the Lender as scheduled installments of principal and interest, default penalties, interest in excess of amounts payable under clause (iv) below for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, and fees of Lender's counsel) which are payable by Landlord to any Lender under any Note by reason of Tenant's late payment or non-payment of Basic Rent or by reason of an Event of Default; legal expenses incurred and (iv) interest at the rate (the "Default Rate") of four percent (4%) over the Prime Rate per annum on the following sums until paid in full: (A) any direct dispute with and all installments of Basic Rent and/or any particular tenant amounts of Additional Rent (other than those incurred as described in clause (B) herein below) not paid prior to the expiration of any applicable notice and cure period, (B) all overdue amounts of Additional Rent relating to obligations which Landlord shall have paid on behalf of Tenant, from the date of payment thereof by Landlord. (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, provided that amounts which are of benefit billed to Landlord or protect any third party, but not to Tenant, shall be paid within thirty (30) days after Landlord's demand for payment thereof, and (ii) any other Additional Rent, within thirty (30) days after Landlord's demand for payment thereof. (c) In no event shall amounts payable under Paragraph 7(a)(ii), (iii) and (iv) or elsewhere in this Lease exceed the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government ordermaximum amount permitted by applicable Law.

Additional Rent. Notwithstanding Beginning on the provisions Sublease Commencement Date and continuing to the Sublease Expiration Date, but subject to Subtenant’s rights to the Abated Rent, Subtenant shall pay to Sublandlord as additional rent for this subletting all of Tenant’s Share of the Original Direct Expenses that are payable by Sublandlord to Master Landlord under the Master Lease, this Amended together with any and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for all other Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSORpayable under the Master Lease, as incorporated herein, and together with any and all other additional expenses, costs and charges payable to Master Landlord under the Master Lease, as incorporated herein, in connection with Subtenant’s use of the Sublease Premises. Sublandlord and Subtenant each understand, acknowledge and agree that Subtenant shall be obligated to pay Tenant’s Share of the Direct Expenses for the Sublease Premises during the Base Rent Abatement Period where Base Rent is not being charged. Tenant’s Share of Direct Expenses is currently calculated at Twenty-Two Thousand Nine Hundred Forty-Seven and 26/100 Dollars ($22,947.26) per month; provided, however, that Subtenant further understands, acknowledges and agrees that Tenant’s Share of Direct Expenses is subject to adjustment, and is further subject to such other charges as are more particularly set forth in the Master Lease, as incorporated herein. Sublandlord agrees to promptly notify Subtenant of any increase in or other statements for the payment of Tenant’s Share of Direct Expenses or Additional Rent under the Master Lease, and of any other amounts owing to Master Landlord under the following Master Lease, and Subtenant agrees to pay Sublandlord for all such additional amounts based on LESSEE’S allocable percentage within thirty (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE 30) days of receipt of Sublandlord’s written notice thereof. Subtenant shall be responsible entitled to all credits, if any, given by Master Landlord to Sublandlord for payment Sublandlord’s overpayment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year such amounts during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums and deductibles relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent, and (d) all prorated costs and expenses related to the Ardenwood Property Owners' Association as set forth in 2007 Paragraph 53. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs or more frequently if Landlord elects to do so at Landlord's sole and absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Commencing on the provisions Lease Commencement Date (as determined pursuant Article 2 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”) the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Paragraph 13.12) incurred by Landlord. Payment shall be made by whichever of the Original following methods (or combination of methods) are from time to time designated by Landlord: (i) Landlord may forward invoices or bills for such Property Operating Expenses to Tenant, and Tenant shall, no later than fifteen (15) days following receipt of such invoices or bills from Landlord, pay such invoices or bills and deliver satisfactory evidence of such payment to Landlord, and/or (ii) Landlord may bxxx to Tenant, on a periodic basis not more frequently than monthly, the amount of such Property Operating Expenses (or group of Property Operating Expenses) as paid or incurred by Landlord, and Tenant shall pay to Landlord the amount of such Property Operating Expenses within fifteen (15) days after receipt of a written bxxx therefor from Landlord, and/or (iii) Except for any Property Operating Expenses which Tenant does not pay for directly in accordance with this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Landlord may deliver to Tenant Landlord’s reasonable estimate of any given Property Operating Expenses and Taxes are rewritten (such as follows. LESSEE shall also pay to LESSORLandlord’s Insurance Costs or Real Property Taxes), as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment or group of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Property Operating Expenses, which it reasonably estimates will be paid or incurred for the ensuing calendar or fiscal year, in an amount as Landlord may reasonably determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from one of the three options set forth in Exhibit B heretothis Paragraph 3.2(a) to another, from time to time, the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are the unaudited actuals for calendar year 2006 billed. Landlord shall give Tenant reasonable prior written notice of any such change. (and will be subject to change based on actual costs and expenses incurred for each b) Landlord’s share of the categorized Exhibit B consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. Tenant shall pay the Real Property Taxes directly to the applicable taxing authority. Tenant shall make such payments and expenses in 2007 and each subsequent year during deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. Notwithstanding the Extended Term). “Operating Expenses” foregoing, Landlord shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of have the right of eminent domain (except to contest the extent amount or validity of any so-called “deductible” amount under policies of insurance Real Property Taxes, in whole or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; in part, by appropriate administrative and legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit proceedings, and to or protect the rights of other tenants in the Building, generally); costs of renovations instruct Tenant to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation postpone payment of any direct violation such contested Real Property Taxes pending the prosecution of such proceedings and any government orderappeals.

Additional Rent. Notwithstanding (a) With respect to the provisions of Subleased Premises, during the Original LeaseTerm, this Amended and Restated Lease Agreement is structured Sublessee shall pay to Sublessor as a “triple netAdditional Rent” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay : (i) Any items specified in the Prime Lease to LESSORbe additional rent and any other sums of money, as Additional Rent costs, charges, adjustments, increases, rent or additional rent payable by Sublessor to Landlord under the Prime Lease (including, without limitation, overtime charges for HVAC) attributable to the Subleased Premises or the use and occupancy thereof by Sublessee, or to any alteration or Change (as such term is defined in the Prime Lease), made or to be made therein by or for Sublessee, provided, that, for the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, purposes of calculating the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment amount of Additional Rent attributable payable by Sublessee to Sublessor in respect of Taxes, the “Tenant’s Proportionate Share” (as defined in the Prime Lease) shall be deemed to be 11.12% (subject to adjustment in event of any reduction in the size of the Building or the Subleased Premises as a result of a casualty or condemnation) of the Premises, with all other terms having the same meanings ascribed to them in Article 5 of the Prime Lease, except that the “Base Tax Year” (as defined in the Prime Lease) for purposes of this Sublease shall mean the calendar year 2007 (i.e. one-half of the amount of Taxes in respect of the 2006/2007 Tax Year plus one-half of the amount of Taxes in respect of the 2007/2008 Tax Year). Except as modified by this Sublease, with respect to the Subleased Premises, the Additional Rent for Taxes shall be calculated in accordance with the terms of the Prime Lease. Notwithstanding anything to the contrary contained in the Prime Lease, Sublessee shall have no obligation to pay to Sublessor any Operating Expenses Expense Payment (as defined in the Prime Lease). (ii) Additional Rent due for electricity payable by Sublessor to Landlord with respect to the Subleased Premises pursuant to the terms of Section 16 of the Prime Lease, which electricity is currently measured by an existing submeter. With respect to the existing submeter, which measures the electricity consumption in the Subleased Premises and the balance of the 17th floor on which the Subleased Premises is located, Sublessee shall pay for Sublessee’s “Usage” (as defined in Section 16.02(a) of the Prime Lease), which shall be equal to Sublessee’s proportionate share of the electricity consumption measured by such submeter. Sublessee shall have the right, upon written notice given to Sublessor within ten (10) days after Sublessor gives Sublessee an invoice, to contest Sublessee’s Usage shown on such invoice, provided that Sublessee shall pay to Sublessor the amount due as shown on such invoice in accordance with Article 16 of the Prime Lease. If Sublessee shall so contest an invoice for electricity, then Sublessor shall, at Sublessee’s cost and expense, cause the electricity consumption measured by such existing submeter to be surveyed by an independent electrical consultant designated by Sublessor to determine whether the cost billed to Sublessee for Sublessee’s Usage equitable reflects Sublessee’s hours of operation and the quantity of electrical equipment in the Subleased Premises. In the event such survey determines that Sublessee’s actual electricity consumption for the Building period shown on Sublessor’s invoice was at least ten percent (10%) less than Sublessee’s Usage shown on Sublessor’s invoice, then Sublessor shall credit such difference against the next invoice to Sublessee for electricity and siteSublessor shall thereafter use commercially reasonable efforts to monitor the consumption of electricity by all subtenants measured by such existing submeter. If Sublessee or the other 17th floor subtenant(s) shall consume unreasonable amounts of electricity for more than a de minimis period of time, based Sublessor shall use good faith efforts to implement a mutually agreeable process to monitor and assess the consumption of electricity by Sublessee and the other 17th floor subtenant(s). If a submeter(s) shall be installed that shall measure only the electricity consumption in the Subleased Premises, (x) Sublessee’s Usage shall be equal to 100% of the electricity consumption shown on LESSEE’S Allocable Percentage. Operating Expensessuch submeter(s), (y) Sublessee shall have no further right to contest an invoice for electricity from Sublessor and Sublessee shall pay Sublessor for such Usage in accordance with Article 16 of the Prime Lease and (z) Sublessee shall, during the Term of this Sublease, pay for all costs and expenses to maintain and repair such submeter(s). (b) Sublessee shall pay to Sublessor the Additional Rent at the time and in the manner Sublessor is required to pay the same to Landlord, as set forth in Exhibit B heretothe Prime Lease. Except as expressly provided herein, are all other additional rent, charges, fees or other amounts payable under this Sublease or the unaudited actuals Prime Lease by Sublessee shall be payable within fifteen (15) days of written demand therefor. (c) The initial demand for calendar year 2006 Additional Rent payable pursuant to this Section 4 and any subsequent demand for increases in Additional Rent shall be accompanied by copies of any invoices, bills or other documentation evidencing such Additional Rent which Sublessor shall have received from Landlord in connection therewith. Notwithstanding the foregoing, any failure by Sublessor to make a demand under the provisions of this Sublease, shall not in any way be a waiver, or cause Sublessor to forfeit or surrender its rights to collect, any Fixed Rent or Additional Rent that may have become due pursuant to the terms of this Sublease. (d) Sublessor shall credit Sublessee, its proportionate share of any refunds received by Sublessor from Landlord under the Prime Lease on account of any overpayment of Additional Rent for which Sublessee has paid Sublessor under this Sublease; provided, however, that Sublessor shall be entitled to deduct from the aggregate of the amount of such refund Sublessee’s proportionate share of any and will be subject to change based on actual all costs and expenses expenses, including, without limitation, reasonable attorneys’ fees, consultants fees and disbursements, incurred for each by Sublessor in connection with the obtaining of any such refunds. Sublessee shall pay to Sublessor, as Additional Rent, within ten (10) days after demand therefor, Sublessee’s proportionate share of any amounts (plus interest, if any) due Landlord under the Prime Lease on account of any underpayment of Additional Rent payable under this Sublease, including, without limitation, Additional Rent payable hereunder on account of Taxes due under Article 5 of the categorized Exhibit B costs Prime Lease. (e) All amounts payable by Sublessee to Sublessor pursuant to this Sublease, including, without limitation, Fixed Rent and expenses Additional Rent, shall be deemed to be and shall constitute rent for all purposes hereunder and, in 2007 and each subsequent year during the Extended Term). “Operating Expenses” event of any non-payment thereof, Sublessor shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes have all of the LESSOR; rights and remedies provided herein, at law or in equity for non-payment of rent. The obligation of Sublessee to pay all amounts to Sublessor hereunder shall survive the costs incurred in any rehabilitation, reconstruction Expiration Date or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise earlier termination of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthis Sublease.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding (a) Tenant shall pay and discharge, as additional rent (collectively, "Additional Rent"): (i) except as otherwise specifically provided herein, all costs and expenses of Tenant and all reasonable costs and expenses of, Landlord and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the use, non-use, occupancy, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the performance of any of Tenant's obligations under this Lease, (C) any sale or other transfer of any of the Leased Premises to Tenant under this Lease, (D) any Condemnation proceedings, (E) the adjustment, settlement or compromise of any insurance claims involving or arising from any of the Leased Premises, (F) the prosecution, defense or settlement of any litigation involving or arising from any of the Leased Premises, this Lease, or the sale of the Leased Premises to Landlord, (G) the enforcement by Landlord, its successors and assigns, of any of its rights under this Lease, (H) any amendment to or modification or termination of this Lease made at the request of Tenant, (I) Costs of Landlord's and Lender's counsel incurred in connection with the preparation, negotiation and execution of this Lease, Costs of Landlord's and Lender's counsel incurred in connection with the review and/or negotiation of documents requested by Tenant and Costs of third party consultants retained by Landlord in connection with any act undertaken by Landlord at the request of Tenant, or incurred in connection with any act of Landlord performed on behalf of Tenant that Landlord has the right to perform under the terms of this Lease, (J) the reasonable cost of a consultant retained by Lender to review plans, specifications, and contracts in connection with any Alteration for which the approval of Lender is required or permitted under the terms of the Mortgage and the reasonable costs of Lender in connection with any inspection of the Leased Premises, (K) out-of-pocket costs incurred by Lender in connection with an Event of Default, (L) costs and expenses of any trustee under any Mortgage and (M) any other items specifically required to be paid by Tenant under this Lease, which costs and expenses shall include, without limitation, all Costs, judgments, settlement amounts, Impositions, insurance premiums, appraisal fees, the cost of performing and reporting any Site Assessment if an Environmental Violation is found, the cost of monitoring compliance with the provisions of Paragraph 10(f) hereof, including the Original Lease, this Amended reasonable cost of consultants retained by Landlord and Restated Lease Agreement is structured as a “triple net” lease. AccordinglyLender, the provisions for Additional cost of curing any Environmental Violation, and the cost of complying with all Legal Requirements, fines, penalties and interest; (ii) after the date all or any portion of any installment of Basic Rent based is due and not paid, an amount ("Late Charge") equal to three percent (3%) of the amount of such unpaid installment or portion thereof; provided, however, that with respect to the first two late payments of all or any portion of any installment of Basic Rent in any consecutive twelve (12) month period the Late Charge shall not be due and payable unless the Basic Rent has not been paid within three (3) business days following receipt by Tenant of written notice that such installment has not been received; (iii) a sum equal to any additional sums (including any late charge, default penalties, interest and fees of Lender's counsel) which are payable by Landlord to any Lender under any Note by reason of Tenant's late payment or non-payment of Basic Rent or by reason of an Event of Default; and (iv) interest at the rate per annum (the "Default Rate") equal to the default interest rate per annum in the Note on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following sums until paid in full: (A) all overdue installments of Basic Rent from the respective due dates thereof, (B) all overdue amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable relating to obligations which Landlord shall have paid on behalf of Tenant, from the Operating Expenses for date Tenant receives notice of payment thereof by Landlord, and (C) all other overdue amounts of Additional Rent, from the Building date that Tenant receives notice any such amount has become overdue. (b) Tenant shall pay and sitedischarge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, provided that amounts which are the unaudited actuals for calendar year 2006 (and will be subject billed to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE Landlord or any tenant specifically third party, but not to Tenant, shall be paid within five (5) days after Landlord's demand for payment thereof, and directly reimburses LESSOR(ii) any other Additional Rent, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty immediately upon Landlord's demand for payment thereof. (i.e. as to which LESSOR is required to carry insurance hereunderc) In no event shall amounts payable under Paragraph 7(a)(ii), or (iii) and (iv) exceed the maximum amount permitted by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderapplicable Law.

Additional Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”), cash or other immediately available good funds in the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, and Tenant shall, no later than ten (10) days prior to the due date, pay such invoices or bills and deliver satisfactory evidence of such payment to Landlord, and/or (ii) Landlord may xxxx to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and Tenant shall pay to Landlord the amount of such expenses within ten days after receipt of a written xxxx therefor from Landlord, and/or (iii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed. (b) Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. Notwithstanding the provisions foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. In the Original Leaseevent Tenant is responsible to pay taxes directly, this Amended Landlord shall have no obligation to make such payments, whether or not Landlord receives evidence of payment from Tenant, and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall in all cases be responsible for payment of Additional Rent attributable to the Operating Expenses any fines, penalties, interest and damages for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderlate payment.

Additional Rent. Notwithstanding the provisions of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE (i) Subtenant shall also pay to LESSORSublandlord, as Additional Rent under Rent, an amount equal to Subtenant’s “pro rata share” of Operating Expenses, Taxes and Insurance (as such terms are defined in the Master Lease), which are sometimes herein collectively referred to as “Other Charges,” for each Lease Year during the Sublease Term. Subtenant’s “pro rata share” share shall be a fraction, the following amounts based on LESSEE’S allocable percentage numerator of which is the number of rentable square feet in the Subleased Premises and the denominator of which is the number of rentable square feet in the Building (which is 8.3441%agreed initially to be 750,000 square feet, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable subject to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, adjustment as set forth in Exhibit B heretothe Master Lease, and accordingly, it is agreed that Subtenant’s pro rata share is initially (4%). (ii) Within a reasonable time following receipt from Landlord of invoices or other notices with respect to the Other Charges, Sublandlord shall invoice Subtenant for the Additional Rent due from Subtenant as described in clause (i) above, which invoices shall be based upon Landlord’s calculation (or estimate, if Landlord is permitted to estimate such charges under the Master Lease) of the Other Charges, and Subtenant shall pay the Additional Rent to Sublandlord within ten (10) business days after Subtenant’s receipt of such invoice. If and when any of the Other Charges which have been estimated are reconciled under the unaudited actuals Master Lease, they shall likewise be reconciled under this Sublease. (iii) Any costs or expenses for calendar year 2006 services or utilities in excess of those required by the Master Lease to be supplied to a Sublandlord by Landlord, which are not otherwise included in Operating Expenses, and which are attributable directly to Subtenant’s use or occupancy of the Subleased Premises, shall be paid by Subtenant as Additional Rent on the next date for payment of Base Rent after the date Sublandlord invoices Subtenant therefor (and will which invoices shall be subject to change based on actual invoices for such costs and or expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Termreceived from Landlord). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.

Additional Rent. Notwithstanding the provisions of the Original Lease, this Amended Tenant shall pay and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSORdischarge, as Additional Rent under the Leaseadditional rent, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%collectively, the ‘‘Allocable Percentage“Additional Rent”): A. (a) Tenant’s Proportionate Share of all of the following costs, fees, expenses and charges (without duplication): (i) Impositions; (ii) Operating Expenses; (iii) costs, fees and expenses and charges for electricity, power, gas, oil, water, sanitary and storm sewer, septic system refuse collection, security, and other utilities and services used or consumed in connection with the Demised Premises during the Term (collectively, “Utility Charges”); (iv) from and after the Partial Property Termination Date with respect to any Tenant Option Property: LESSEE shall be responsible for payment costs and expenses (A) incurred by Landlord in performing all maintenance, repairs and replacements of Additional Rent attributable and to the Operating Expenses Common Areas with respect to such Tenant Option Property in accordance with Section 10.1 (collectively, “CAM Expenses”); and/or (B) otherwise payable in connection with the maintenance, repair and replacement of and to such Common Areas pursuant to the terms of the applicable Property Documents and other applicable Encumbrances that affect such Tenant Option Property (collectively, “Property Document CAM Expenses”); (v) Insurance Costs; and (vi) other costs, fees, charges and other amounts arising or payable under any Property Documents, including, for the Building and siteavoidance of doubt, based on LESSEE’S Allocable Percentage. all ground rent (together with Impositions, Utility Charges, Operating Expenses, CAM Expenses, Property Document CAM Expenses and Insurance Costs, collectively, “Property Charges”); (b) Costs and Expenses incurred (directly or indirectly) by Landlord in connection or associated with any of the following: (i) the performance by Landlord of any of Tenant’s obligations under this Lease during the existence of a Disabling Event; (ii) the exercise and/or enforcement by Landlord of any of its rights and remedies under this Lease during the existence of a Disabling Event; (iii) other than (for the avoidance of doubt) as expressly set forth in Exhibit B heretoherein with respect to any Lease Document Amendments, are the unaudited actuals for calendar year 2006 (and will be subject any amendment or supplement to change based on actual costs and expenses incurred for each or modification or termination of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs this Lease requested by Tenant or Lease Guarantors or necessitated by any action of LESSEE’S improvements and services for which LESSEE Tenant or Lease Guarantors, including, without limitation, any default by Tenant or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of Lease Guarantor under the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as Lease Documents to which LESSOR it is required to carry insurance hereunder), or by the exercise of the right of eminent domain a party; (iv) except to the extent otherwise expressly set forth in this Lease, any exercise by Tenant of any so-called “deductible” amount preferential right or option set forth herein, including, without limitation, any Tenant Option, Substitution Option or Tenant’s Default Substitution Cure Right; and/or (v) any act undertaken by Landlord (or its counsel) at the request of Tenant, any act of Landlord performed on behalf of, and at the request of, Tenant and/or (during the existence of a Disabling Event) any review and monitoring of compliance by Tenant with the terms of this Lease; and (c) any other amounts, sums, charges, liabilities and obligations specifically required to be paid by Tenant under policies this Lease or which Tenant assumes or agrees to pay or may otherwise become liable for in accordance with the terms hereof. Except with respect to amounts payable by Tenant to Landlord or as Landlord may otherwise direct from time to time, Tenant shall make all payments of insurance Additional Rent directly to the applicable taxing authorities, service providers, vendors or other applicable third parties entitled to such payments; provided, however, that, from and after the Partial Property Termination Date with respect to any Tenant Option Property, subject to the provisions of Section 4.4, Tenant shall pay Tenant’s Proportionate Share of all or certain recurrent Property Charges with respect to such Tenant Option Property as part of Installment Expenses pursuant to Section 4.4 in lieu of directly paying such amounts to any such third parties. Tenant shall pay and discharge all Additional Rent as and when the same becomes due and payable; provided, however, that with respect to any amounts constituting Additional Rent that are billed to Landlord or any costs actually incurred third party, but not to Tenant, Tenant shall pay such amounts (x) within five (5) Business Days following Landlord’s demand for such payment or (y) at least three (3) Business Days prior to the date on which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which such amounts are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthe applicable Person entitled to payment thereof, whichever is later.

Additional Rent. Notwithstanding (a) Commencing on July 1, 2019, Subtenant shall pay Subtenant’s Proportionate Share of (1) all Building Operating Costs, Property Operating Costs and Taxes (as such terms are defined in the provisions Master Lease) assessed or charged to Sublandlord pursuant to Sections 5.2 and 5.3 of the Original Master Lease which are in excess of the Building Operating Costs, Property Operating Costs and Taxes paid by Sublandlord under the Master Lease during fiscal year ending June 30, 2019 (the “Sublease Base Year”), (2) all other additional rent or charges payable by Sublandlord under the Master Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordinglyincluding, the provisions for Additional Rent based on Operating Expenses and Taxes but not limited to, any utilities that are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable separately metered to the Operating Expenses for Premises, (3) all costs incurred by Sublandlord in operating (including the Building costs of utilities consumed in such operation), repairing, maintaining and sitereplacing any supplementary or additional mechanical systems or equipment installed by Sublandlord in the Premises and which service the Subleased Premises, based on LESSEE’S Allocable Percentage. Operating Expensesand (4) all costs of utilities supplied to the Premises which are not separately metered to the Subleased Premises (collectively, “Additional Rent”), in the manner and at the same time as set forth in Exhibit B hereto, are Paragraph 4 above with respect to the unaudited actuals for calendar year 2006 payment of Base Rent. Base Rent and Additional Rent may be referred to collectively in this Sublease as “Rent.” (b) Subtenant shall install its own telephone system and will be subject data and internet systems prior to change based on actual costs and expenses incurred for each occupancy of the categorized Exhibit B Subleased Premises and establish direct billing for its telephone services and for its data and internet systems. Subtenant shall pay directly and on time all xxxxxxxx for its data and internet systems. (c) Subtenant shall, within five (5) business days after receipt of an invoice from Sublandlord, reimburse Sublandlord for any after-hours heating, ventilation and air-conditioning and all other extra costs for services requested by Subtenant and expenses in 2007 provided or furnished to the Subleased Premises or to Subtenant. The amount paid by Subtenant shall constitute the same rate paid by Sublandlord to the Master Landlord for such after-hours heating, ventilation and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the air-conditioning. (d) If Master Landlord charges Sublandlord for any excess costs of LESSEE’S improvements and services providing electrical service to the Premises, Subtenant shall reimburse Sublandlord for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes Subtenant’s Proportionate Share of the LESSOR; the costs incurred in any rehabilitationexcess electrical charges. If, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR however, no portion of such excess usage is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except reasonably attributable to the extent Subleased Premises, then Subtenant shall have no liability for any portion of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government ordersuch excess electrical charges.

Additional Rent. Notwithstanding Beginning with the provisions of the Original LeaseCommencement Date, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment 1) Tenant’s Proportionate Share of Additional Rent attributable all utilities relating to the Operating Expenses for Complex as set forth in Paragraph 11, and (2) Tenant’s Proportionate Share of all Taxes relating to the Building and siteComplex as set forth in Paragraph 12, based on LESSEE’S Allocable Percentage. Operating Expensesand (3) Tenant’s Proportionate Share of all insurance premiums relating to the Complex, as set forth in Exhibit B heretoParagraph 15, and (4) Tenant’s Proportionate Share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (5) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorney’s fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. Tenant shall pay to Landlord monthly, in 2007 advance, Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and each subsequent conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items. Landlord shall provide the annual reconciliation by April 1 of the following year. Tenant shall have the right, during Landlord’s regular business hours and on reasonable prior notice, to inspect, at the location of Landlord’s accounting records, Landlord’s books and records regarding Additional Rent for the expense year to which the annual reconciliation relates. The inspection of Landlord’s books and records may be conducted by Tenant’s employee or a reputable certified public accountant (i.e., a member of a reputable, independent, nationally or regionally recognized certified public accounting firm, who has experience reviewing financial operating records of office building landlords; provided that such accountant is not retained by Tenant on a contingency fee basis). If such inspection reveals that the amount of Additional Rent billed to Tenant was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days following delivery of the inspection, without interest. All costs and expenses of the inspection shall be paid by Tenant unless the final determination in the arbitration is that Landlord overstated Additional Rent by more than five percent (5%) for the applicable expense year, in which case Landlord shall pay all costs and expenses of the arbitration. Landlord shall maintain its accounting records of Additional Rent for at least three (3) years following the expiration or earlier termination of this Lease. Tenant’s payment for such estimated Additional Rent as of the commencement of the Term of this Lease shall be Twenty Nine Thousand Nine Hundred Fifty Two and 36/100 ($29,952.36) Dollars per month ($1.14 x 26,274 s.f. = $29,952.36). Any payments required to be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent pursuant to paragraph 4 A. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. The following square footages are stated for reference: 0000 Xxxxx Xxxxx Xxxxxx (Building I) 155,489 s.f. 0000 Xxxxx Xxxxx Xxxxxx (Building II) 172,185 s.f. 0000 Xxxxx Xxxxx Xxxxxx (Building III) 66,426 s.f. Total square footage 394,100 s.f. Tenant’s percentage occupancy is therefore as follows: Percent of Building IIII 26,274 ÷ 66,426 = 39.5538% Percent of Complex 26,274 ÷ 394,100 = 6.6668% In no event shall any re-measurement of the Premises, Building and/or Complex increase Tenant’s pro-rata share of Additional Rent during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderterm.

Additional Rent. Notwithstanding (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the provisions Term Tenant’s Share of the Original Leasesum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, this Amended and Restated Lease Agreement is structured (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) No later than 150 days after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a “triple net” leasestatement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. AccordinglyLandlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a waiver of Landlord’s rights on account of any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (and Landlord’s rights shall continue in full force and effect); provided, however, that following the provisions for expiration of the Term and Tenant’s vacating the Premises, Landlord must provide such statement no later than one year after the expiration of the Term and Tenant’s vacating the Premises and, if Landlord fails to provide such statement within such 1-year period, Landlord shall not be entitled to demand that Tenant pay to Landlord any underpayment of Operating Costs, Taxes or Additional Rent. Unless Tenant raises any objections in writing to Landlord’s statement within 150 days after Tenant’s receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on Operating Expenses the statement. Any such audit must be performed by an employee of Tenant with appropriate accounting or finance experience, or by an accounting firm pursuant to an hourly or flat fee arrangement not contingent on any savings realized as a result of the audit. Upon receipt of Tenant’s audit, Landlord shall have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and Taxes are rewritten as followsat Landlord’s cost. LESSEE The parties shall also pay negotiate in good faith to LESSOR, as Additional Rent under resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible time for payment of Additional Rent attributable to any amounts due Landlord based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by more than six percent (6%) of what the Operating Expenses actual charges should have been, then Landlord shall reimburse Tenant for the Building and siteactual, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual reasonable costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Termaudit, not to exceed Twenty Five Thousand Dollars ($25,000.00). “Operating Expenses” Landlord shall not include be deemed to be in default under this Lease as a result of Landlord’s overcharging Operating Costs, but Landlord shall refund the following: amount of any overpayment by Tenant and, if applicable, pay the costs of LESSEE’S improvements Tenant’s audit, all on the terms and services conditions more particularly set forth above. (4) If Tenant’s Additional Rent as finally determined for which LESSEE or any tenant specifically and directly reimburses LESSORcalendar year exceeds the total payments made by Tenant on account thereof, or pays third persons Tenant shall pay Landlord the deficiency within 30 days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease (or, at LESSOR’S directions; income or franchise taxes the end of the LESSOR; Term if there is no outstanding Event of Default, paid to Tenant in cash). For any partial calendar year at the costs incurred in any rehabilitation, reconstruction beginning or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise end of the right Term, Additional Rent shall be prorated on the basis of eminent domain (except to the extent of any soa 360-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation day year by computing Tenant’s Share of the Building; general corporate overhead increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants days during such year included in the BuildingTerm. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord, generally); costs as the case may be, within 30 days after Tenant’s receipt of renovations to other tenants’ spaces; costs of capital improvements; brokerage Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthe total amount previously paid by Tenant on account thereof.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within FIVE (5) DAYS after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 and advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord’s designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys’ fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord’s agent (i) within five days after presentation of invoice from Landlord or Landlord’s agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 and advance. Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease in which case such amount shall be held by Landlord as a credit for Tenant’s account until such default has been cured any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent Items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are and (c) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses, including reasonable attorneys' fees and legal expenses, that may accrue thereto in the unaudited actuals for calendar year 2006 (event of Tenant's failure to pay such amounts, and will be subject to change based on actual all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five (5) days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's pro rata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within one hundred twenty (120) days of the end of each calendar year or more frequently if Landlord elects to do so at Landlord's sole and absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for each the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the categorized Exhibit B costs statement of actual Additional Rent for such calendar year and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Commencing on the provisions earlier of: (i) the Delivery Date for each Building or (ii) the Commencement Date for the applicable Building, Subtenant shall pay to Sublandlord, as additional rent (“Additional Rent”), all Additional Charges (as defined in the Prime Lease), including but not limited to Real Estate Taxes, Expenses, and all other such amounts payable by Sublandlord under the Prime Lease allocable to such Building, and, following the Building 20 and 21 Commencement Date for the entire Demised Premises (excluding Specific Default Charges). As used herein, “Specific Default Charges” shall mean, to the extent not caused in whole or in part by Subtenant’s default hereunder, any amounts resulting solely from a default by Sublandlord under the Prime Lease and identified in a notice of default delivered by Prime Landlord to Sublandlord, which amounts may include, without limitation, any late fees or interest payable by Sublandlord pursuant to Section 4(e) of the Original Prime Lease. Without limiting the generality of the foregoing, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Subtenant shall also pay to LESSORSublandlord, as Additional Rent under the LeaseRent, the following amounts based on LESSEE’S allocable percentage all charges for (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible i) alterations (excluding charges for payment of Additional Rent attributable alterations made by Sublandlord prior to the Operating Expenses for date hereof), (ii) all amounts payable to by Subtenant pursuant to Section 2(c) of the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, Work Letter Agreement attached as set forth in Exhibit B hereto, are (iii) any additional services provided to the unaudited actuals Demised Premises or otherwise in connection with the Prime Lease, including, without limitation, charges and fees for calendar year 2006 after-hours heating and air conditioning services, if any, and (iv) all costs for electricity consumed at the Demised Premises. Sublandlord shall provide Subtenant with copies of all relevant statements and will be bills received by Sublandlord pursuant to the applicable provisions of the Prime Lease. Subtenant shall pay one-twelth of the annual Expenses and Real Property Taxes, as defined and estimated pursuant to Article 4 of the Prime Lease, to Sublandlord together with each monthly payment of Base Rent subject to change annual reconciliation in accordance with Section 4(c)(3) of the Prime Lease. Notwithstanding the foregoing, if the Prime Lease requires Sublandlord to pay Expenses or Real Estate Taxes other than on a monthly basis based on actual costs and expenses incurred for estimates of such costs, Subtenant shall make payments of each element of Expenses or Real Estate Taxes on the categorized Exhibit B costs and expenses in 2007 and each subsequent year during later of (i) two (2) business days prior to the Extended Term). “Operating Expenses” shall not include date on which Sublandlord is obligated to pay the following: applicable sum under the costs Prime Lease (only if the applicable element of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of Expenses and/or Real Estate Taxes is payable by Sublandlord under the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunderPrime Lease), or by (ii) twenty (20) business days after receipt of a statement from Sublandlord setting forth the exercise amount of Real Estate Taxes and/or Expenses due. Subtenant shall pay all other Additional Rent within twenty (20) business days after receipt of an invoice therefore from Sublandlord. Subtenant’s obligation to pay Additional Rent shall survive the right expiration or earlier termination of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthis Sublease.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment 1) Tenant's proportionate share of Additional Rent attributable all utilities relating to the Operating Expenses for Complex as set forth in Paragraph 11, and (2) Tenant's proportionate share of all Taxes relating to the Building and siteComplex as set forth in Paragraph 12, based on LESSEE’S Allocable Percentage. Operating Expensesand (3) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Exhibit B heretoParagraph 15, and (4) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (5) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorney's fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. Tenant shall pay to Landlord monthly, in 2007 and advance, Tenant's prorata share of an amount estimated by Landlord in Landlord's reasonable judgement based on prior year's expenses to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord promptly refunding to Tenant (providing Tenant is not in default beyond any applicable notice and cure period in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Landlord shall provide Tenant reasonably adequate supporting documentation to the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty reconciliation. Landlord's estimate of the 1999 expense and Tenant's payment for such Additional Rent as of the commencement of the term of this lease shall be six thousand two hundred (i.e. as to which LESSOR is $6,200.00) Dollars per month Any payments required to carry insurance hereunder), be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent pursuant to paragraph 4 A. For purposes of calculating Tenant's proportionate share of Additional Rent Expenses for the exercise Complex it is hereby mutually agreed the proportionate share is 100% because Tenant leases the entire building and the parcel of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for land upon which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderit is located.

Additional Rent. Notwithstanding Any rents or other charges not included in Base Rent which Tenant herein expressly or impliedly covenants or agrees to pay howsoever the provisions of same may be denominated shall hereinafter be referred to as “Additional Rent.” Landlord shall have the Original Lease, this Amended same rights and Restated Lease Agreement is structured remedies as a “triple net” lease. Accordingly, are provided for herein at law or in equity for the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment nonpayment of Additional Rent attributable to the Operating Expenses as Landlord shall have for the Building nonpayment of Base Rent. All taxes, premiums, charges, costs, and siteexpenses which Tenant assumes or agrees to pay under any provisions of this Lease, based on LESSEE’S Allocable Percentage. Operating Expensestogether with all interest and penalties that may accrue thereon in the event of Tenant’s failure to pay the same as herein provided, as set forth in Exhibit B heretoall other damages, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for which Landlord may suffer or incur, and any and all other sums which may become due, by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants, and conditions of this Lease on Tenant’s part to be performed, and each or any of them, shall be deemed to be Additional Rent. In addition to the Base Rent, during the term of this Lease and any extension or renewal hereof, Tenant shall pay all of the categorized Exhibit B following expenses incurred by the Landlord relating to the Premises (collectively, “Operating Expenses”) all costs and expenses of any kind, nature, and description incurred by the Landlord in 2007 connection with the maintenance, operation, care and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes repair of the LESSOR; Building or the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant Building Site (other than those incurred landscaping or grounds-keeping charges) which Landlord determines are desirable for the operation and maintenance of benefit to the Building or protect the rights of other tenants Building Site in accordance with the standard maintained in the BuildingEuclid, generallyOhio area for similar buildings and building sites. Tenant shall also reimburse landlord for property taxes and insurance premiums, if paid for by the landlord, when due. The foregoing additional charges and Operating Expenses shall be paid by Tenant to Landlord within thirty (30) days of the date that Landlord submits an invoice for such charges to Tenant (or, the due date of such item if earlier); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.

Additional Rent. (a) Subtenant and Sublandlord hereby agree that the fixed rent payable by Subtenant hereunder shall include all Operating Costs and Taxes payable under the Overlease. Notwithstanding the foregoing, if Subtenant desires any sxxxxxxx xhat are in excess of the basic services set forth in Section 12.1 of the Overlease, Subtenant shall arrange for the delivery of such services xxxxxxxx with Overlandlord and shall pay Overlandlord directly the additional rent under the Overlease relating to such additional services, including, without lxxxxxxxxx, after-hours air-conditioning (as described in Section 12(b) of the Overlease), and excess electrical usage (as described in Section 12(x) xx xxx Overlease). If Overlandlord is not willing to provide such additionax xxxxxxxs to Subtenant, Subtenant shall have all of its rights under Section 12 below to obtain delivery thereof; and if Overlandlord is unwilling to bill Subtenant directly for the additional rent relating to such addxxxxnal services, Subtenant shall reimburse Sublandlord for such additional rent as hereinafter provided. Subtenant shall pay or reimburse to Sublandlord, as additional rent hereunder without deduction or setoff, within fifteen (15) days after demand from Sublandlord, one hundred percent (100%) of (a) the costs and expenses which accrue after the Commencement Date arising from the Subtenant's use of additional or excess services and utilities in excess of the basic services set forth in Section 12.1 of the Overlease, including, but not limited to, additional rent payable unxxx xxx Xverlease in excess of the amount Sublandlord is currently charged fxx xxxxxxes and utilities, and (b) all amounts incurred by Sublandlord as a result of Subtenant's failure to timely comply with its obligations under this Sublease (and the Overlease to the extent incorporated herein), including, without limxxxxxxx, additional rent and other sums payable by Sublandlord pursuant to the following Sections/Articles of the Overlease: Section 3.8.2, Section 4.7, Article 6, Article 9, Article 00, Xxxxcle 16, Article 17 and Article 18. (b) Subtenant shall be responsible to pay directly for the cost of all of its personal property taxes relating to the Subleased Premises, including, without limitation, the Personal Property (as defined in Section 20 of this Sublease). (c) Upon making any demand for payment pursuant to this Section 4, Sublandlord shall provide Subtenant with copies of any stxxxxxxxx xx xxxxxxx xxat Sublandlord has received from Overlandlord upon which Sublandlord bases said demand for payment; provided, however, the failure to provide any such statement or notice shall not relieve Subtenant of its obligation to pay all amounts due hereunder. (d) Subtenant's obligations to pay the additional rent provided for in this Section 4 shall survive the Expiration Date. The parties hereto hereby agree that Sublandlord shall have all of the rights and remedies with respect to the nonpayment by Subtenant of additional rent and all other costs, charges and expenses to be paid by Subtenant in this Sublease as are provided for in this Sublease or by law in the case of nonpayment of fixed rent provided for hereunder. (e) Subtenant shall have no right to challenge Sublandlord regarding the propriety of any additional rent or other sums charged by Overlandlord under the Overlease. Any dispute by Subtenant regarding the propriety of such xxxxxxxxxl rent or other sums charged by Overlandlord shall be brought by Subtenant, at Subtenant's sole cost and expense, only against Overlandlord and subject to and in accordance with the provisions of Section 12 hereof; provided, however, Subtenant shall have no right to bring or maintain any action against Overlandlord concerning the Original Leasepropriety of additional rent or other amounts charged by Overlandlord unless Subtenant pays to Sublandlord when due all disputed amounts and all other amounts due and payable under this Sublease. In the event that any such dispute is finally and conclusively resolved in Subtenant's favor, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE reconciliation shall also pay to LESSORbe made by credit against additional rent or by payment from Sublandlord, as Additional Rent under the Leasecase may be, to correspond with the following amounts based credit or payment actually received by Sublandlord from Overlandlord on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each account of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes resolution of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderdispute.

Additional Rent. Notwithstanding Additional Rent for the provisions calendar year which includes the Effective Date shall be calculated separately for the Excluded Premises and the Remainder Leased Premises as follows: (a) Additional Rent attributable to the Excluded Premises shall be prorated pursuant to Section 5(e) of the Original Lease for the calendar year which includes the Effective Date as though the Lease will terminate on the Effective Date, and “the number of days of the Term falling within the Calculation Year”, as used in said Section 5(e), shall be deemed to be the number of days in the period commencing on January 1st of the calendar year which includes the Effective Date and ending on the Effective Date. “Tenant’s Proportionate Share”, as determined under Exhibit B to the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordinglyshall, the provisions for purposes of determining Additional Rent based on Operating Expenses and Taxes are rewritten as followsattributable to the Excluded Premises for said calendar year, be deemed to be 55,340 square feet (i.e., being the rentable square footage of the Excluded Premises). LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE Original Tenant shall be responsible for payment of Additional Rent attributable to the Operating Expenses Excluded Premises for the Building and sitecalendar year which includes the Effective Date (including, based on LESSEE’S Allocable Percentage. Operating Expenseswithout limitation, all rights and/or obligations with respect to reconciliations of actual Additional Rent as compared to Additional Rent Estimate relative to the Excluded Premises for such year, as set forth in required under Section 5(c) of the Lease), and Tenant shall have no rights or responsibility therefor. (b) Additional Rent attributable to the Remainder Leased Premises for the calendar year which includes the Effective Date and for the remainder of the Lease term thereafter shall be computed pursuant to Section 5 of the Lease, except that the “Tenant’s Proportionate Share” as determined under Exhibit B heretoof the Lease, are for purposes of determining Additional Rent for the unaudited actuals Remainder Leased Premises, shall be deemed to be 60,494 square feet (i.e., being the rentable square footage of the Remainder Leased Premises). Without limitation of the foregoing, the parties hereby agree that Original Tenant shall have all rights and shall be responsible for all obligations with respect to reconciliations of actual Additional Rent as compared to Additional Rent Estimate (i.e., as required under Section 5(c) of the Lease) attributable to the Remainder Leased Premises for the calendar year 2006 which includes the Effective Date, but only with respect to the period from and after January 1st of such year and through the day preceding the Effective Date (and will Tenant shall have no rights or responsibility therefor), and Tenant shall have all rights and shall be subject responsible for all obligations with respect to change based on actual costs such reconciliation for said calendar year for the period from and expenses incurred for each after the Effective Date and through December 31st of the categorized Exhibit B costs such year (and expenses in 2007 and each subsequent year during the Extended TermOriginal Tenant shall have no rights or responsibility therefor). “Operating Expenses” All such Additional Rent reconciliation rights and obligations of Original Tenant and Tenant shall not include survive the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderassignment effectuated hereby.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days after presentation of invoice from Landlord of Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 and advance, Tenant's prorata share of any amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expending by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord. Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Commencing on the provisions of Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Original LeaseLease Term, this Amended in addition to the Base Monthly Rent and Restated Lease Agreement is structured to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as a additional rent (the “triple net” lease. AccordinglyAdditional Rent”), cash or other immediately available good funds in the provisions for Additional Rent based on following amounts: (a) An amount equal to all Property Operating Expenses and Taxes are rewritten (as followsdefined in Article 13) incurred or to be incurred by Landlord. LESSEE Landlord shall also pay deliver to LESSOR, Tenant Landlord’s reasonable estimate of any given expense (such as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE Landlord’s Insurance Costs or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunderReal Property Taxes), or by group of expenses, which it anticipates will be paid or incurred for the exercise ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to Tenant’s Building Share or Tenant’s Project Share, as applicable, of the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time but not more than once during the applicable year and, in any event shall provide Tenant with at least one (1) month advance notice of eminent domain such adjusted estimates taking effect. Building D (except b) Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the extent terms of this Lease. Notwithstanding the foregoing, at any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation time that Tenant leases all of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants rentable square footage in the Building, generally); costs Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of renovations payment to other tenants’ spaces; costs Landlord no later than ten (10) days before such Real Property Taxes become delinquent. In the event Tenant is responsible to pay taxes directly, Landlord shall have no obligation to make such payments, whether or not Landlord receives evidence of capital improvements; brokerage payment from Tenant, and advertising costs Tenant shall in seeking new tenants; all cases be responsible for any fines, penalties, interest and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderdamages for late payment.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calender year or more frequently if Landlord elects to do so at Landlord's sole and each subsequent year during absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, any amount of actual expenses expended by Landlord in excess of said estimated amount within thirty (30) days after delivery by Landlord to Tenant of a written reconciliation identifying the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORamount to be paid, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. If a net refund is due Tenant, Landlord shall credit Tenant's account accordingly within thirty (30) days of said reconciliation. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calender year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calender year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calender year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”):following: A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 (and will be subject c) All charges, costs and expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (1) within FIVE (5) DAYS after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, The respective obligations of Landlord and each subsequent year during Tenant under this paragraph shall survive the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE expiration or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes other termination of the LESSOR; term of this Lease, and if the costs term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in any rehabilitation, reconstruction which the term hereof expires or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by otherwise terminates shall be determined and settled on the exercise basis of the right statement of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred Additional Rent for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Commencing on the provisions Lease Commencement Date (as determined pursuant Article 2 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”) the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Paragraph 13.12) incurred by Landlord. Payment shall be made by whichever of the Original Leasefollowing methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may forward invoices or bills for such expenses to Tenant, this Amended and Restated Lease Agreement is structured as Tenant shall, no later than ten (10) days prior to the due date, pay such invoices or bills and deliver satisfactory evidence of such payment to Landlord, and/or (ii) Landlord may xxxx to Tenant, on a “triple net” lease. Accordinglyperiodic basis not more frequently than monthly, the provisions for Additional Rent based on Operating Expenses amount of such expenses (or group of expenses) as paid or incurred by Landlord, and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSORLandlord the amount of such expenses within ten days after receipt of a written xxxx therefor from Landlord, and/or (iii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE Landlord’s Insurance Costs or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunderReal Property Taxes), or by group of expenses, which it anticipates will be paid or incurred for the exercise ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. (b) Landlord’s share of the right of eminent domain consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (except c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the extent terms of any so-called “deductible” amount under policies of insurance this Lease. Notwithstanding the foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any costs actually incurred for portion thereof directly to the applicable taxing authority, in which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation case Tenant shall make such payments and deliver satisfactory evidence of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant payment to Landlord no later than ten (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order10) days before such Real Property Taxes become delinquent.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the Extended Termperformance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items (however, if Tenant is in default of said Lease and the default can be cured by applying the credit or a portion thereof to cure the default, the remaining balance (if any) of said credit shall be applied to Tenant's account). “Operating Expenses” Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the right, at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not include being compensated by Tenant or other third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the following: audit is not challenged by Landlord, the costs amount overcharged shall be credited to Tenant's account within thirty (30) days after the audit is concluded. The respective obligations of LESSEE’S improvements Landlord and services for which LESSEE Tenant under this paragraph shall survive the expiration or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes other termination of the LESSOR; term of this Lease, and if the costs term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in any rehabilitation, reconstruction which the term hereof expires or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by otherwise terminates shall be determined and settled on the exercise basis of the right statement of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred actual Additional Rent for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding The Tenant agrees to pay, as additional rent ("Additional Rent") to the provisions Landlord, a sum equivalent to its Proportionate Share, as defined herein, of: (a) The annual real estate taxes, assessments, and other impositions generally or specifically imposed at any time during the term or any extension of this Lease, upon the Building and land upon which it is situated; and, (b) The annual cost of Landlord’s insurance covering the Building against loss or damage by fire or other casualty and such other hazards and risks and in such amounts, and such other coverage and types of insurance as the Landlord may determine; and (c) The Landlord's annual cost of the Original common area maintenance, including but not limited to landscaping, snow and ice removal, parking area cleaning, restriping, repainting, and repaving, liability insurance, policing, lighting, refuse disposal, cost of illumination and maintenance of signs, utilities not otherwise separately metered and payable by other tenants of the Leased Premises, personal property taxes, supplies, all costs and expenses of enforcing the rules and regulations established by the Landlord for the Building, and any other reasonable and necessary expenses customary for a Building which are incurred to maintain the common areas of the Building. For purposes of this Lease, this Amended Tenant's proportionate share shall be defined as being _______ (______%) percent ("Proportionate Share"). Tenant shall likewise pay any increase in taxes attributable to any alteration, improvement, or addition made by the Tenant and Restated Lease Agreement is structured any tax attributable to any sign of the Tenant. Tenant’s Additional Rent for each year of the Term shall be estimated by Landlord at the commencement of each such year, and shall be payable by Tenant in equal monthly installments as a “triple net” leasereasonably determined by Landlord. AccordinglyAs soon as practicable, but in no event less than annually at the end of each year of the Term, the provisions Landlord will forward to the Tenant an accounting of all actual expenses as provided herein for Additional Rent based on Operating Expenses such year or portion thereof, and Taxes are rewritten as follows. LESSEE shall also Tenant shall, within thirty (30) days of receipt thereof, pay to LESSORthe Landlord any deficiency between the estimated amount paid and the actual incurred charges. In the event Tenant has paid the Landlord in excess of the actual expenses as provided herein for such year or portion thereof, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE such excess shall be responsible for payment applied to the Tenant’s proportionate share of Additional Rent attributable for the immediately following year and such amount of excess payment shall be confirmed by the LANDLORD, in writing, to the Operating Expenses TENANT within thirty (30) days of such accounting. The estimated Additional Rent for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar first year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs Term is __________________________ and expenses in 2007 ____/100 ($____________) Dollars. It is agreed by both Landlord and each subsequent year during Tenant that the Extended Term). “Operating Expenses” intent of this Lease is to be an absolute net lease and that the Tenant shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred share proportionately in any rehabilitationand all taxes, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder)insurances, or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government ordercommon area maintenance charges.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for the Building and siteComplex as set forth in Paragraph 12, based on LESSEE’S Allocable Percentage. Operating Expensesand (b) Tenant's proportionate share of all insurance premiums relating to he Complex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (and will be subject to change based on actual d) All charges, costs and expenses incurred for each of the categorized Exhibit B which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses that may accrue thereto in 2007 the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by means of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items, after presentation of invoice from Landlord or Landlord's agent, setting forth such Additional Rent and/or (ii) at the option of Landlord Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORcalendar year, or pays third persons more frequently if Landlord so elects to do so at LESSOR’S directions; income Landlord's sole and absolute discretion, compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of accrued expenses expended by Landlord in excess of said estimated amount, or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding (a) During the provisions term of the Original LeaseLease and any extension thereof, this Amended Tenant shall pay all general and Restated special real and Personal property taxes and assessments relating to the Premises or Tenant’s personal property located on or used in connection with the Premises and all premiums for insurance maintained on the Premises by Landlord. Tenant shall pay, with each monthly rental payment, an Additional Rent Deposit, representing 1/ 12 of Landlord’s estimate of taxes, assessments and premiums for the Lease Agreement is structured year. As soon as feasible (but in no event later than 90 days) after the commencement of each Lease year, Landlord will furnish Tenant a statement (“triple net” lease. AccordinglyLandlords Statement”) showing the following: (i) The amount of Additional Rent due Landlord for the previous Lease year, the provisions less credit for Additional Rent based on Operating Expenses Deposits paid, if any; (ii) Estimated real property taxes and Taxes are rewritten assessments for the new Lease year; (iii) Estimated insurance premiums for the new Lease year; (iv) Estimates for any other costs Landlord is entitled to as follows. LESSEE Additional Rent; and (v) The Additional Rent Deposit due monthly in the then current Lease year, including the amount or revised amount due for months prior to the rendition of the statement. (b) Tenant shall also pay to LESSOR, as Landlord within thirty (30) days after receipt of such statement any amounts for Additional Rent under then due in accordance with Landlords Statement any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the LeaseAdditional Rent Deposit next coming due, or refunded to Tenant if the following amounts based on LESSEE’S allocable percentage Term has already expired (which obligation shall survive such expiration) provided Tenant is 8.3441%, not in default hereunder. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit to Tenant by reason of this Section. Landlord’s failure to deliver Xxxxxxxx’s Statement or in computing the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE amount of the Additional Rent shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a release of Tenant’s obligations to pay such amounts. The Additional Rent Deposit shall be responsible credited against Additional Rent due for payment the applicable Lease year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may include in the Additional Rent Deposit its estimate of Additional Rent attributable that may not be finally determined until after the termination of this Lease. Tenants obligation to pay Additional Rent (and Xxxxxxxx’s obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or termination of the Lease. Tenant will remit all taxes and insurance due as detailed in section 5(a) directly to Landlord and Landlord will pay directly to the Operating Expenses taxing authorities and insurance provider. (c) Landlord shall maintain books and records showing real estate taxes and assessments, insurance premiums and dues and assessments paid pursuant to any covenants. The Tenant or its representative shall have the right, for a period of one hundred fifty (150) days following the Building date upon which Xxxxxxxx’s Statement is delivered to Tenant, to examine the Landlord’s books and siterecords with respect to the items in Landlord’s Statement during normal business hours, based on LESSEE’S Allocable Percentageupon written notice, delivered at least three (3) business days in advance. Operating ExpensesIf Xxxxxx does not object in writing to Landlord’s Statement within one year of Xxxxxx’s receipt thereof, as set forth in Exhibit B hereto, are specifying the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each nature of the categorized Exhibit B costs item in dispute and expenses the reasons therefor, then Xxxxxxxx’s Statement shall be considered final and accepted by Xxxxxx. Landlord shall promptly repay Tenant for any overpayments which Tenant or its auditors identify, together with interest thereon at the Interest Rate from the date paid by Tenant until refunded in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderfull.

Additional Rent. Notwithstanding In addition to paying the provisions Basic Rent as provided in Article 5 of this Lease, Tenant shall pay any and all other amounts payable by Tenant pursuant to the terms of this Lease, including, without limitation, payments for repairs (collectively, the “Additional Rent”). The Basic Rent and the Additional Rent are sometimes herein collectively referred to as “Rent.” Without limitation on any other obligations of Tenant which survive the expiration of the Original LeaseTerm, the obligations of Tenant to pay Additional Rent which accrues during the Term shall survive the expiration of the Term. Landlord and Tenant acknowledge that it is their intent and agreement that this Amended and Restated Lease Agreement is structured as be a “triple netTRIPLE NET” lease. Accordinglylease and that as such, the provisions contained in this Lease are intended to pass on to Tenant or reimburse Landlord for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual all costs and expenses incurred for each associated with this Lease and the Premises, and Tenant’s operation therefrom, including without limitation, all Real Property Taxes, expenses, costs and amounts of every kind and nature which Landlord pays or accrues during the Term (as the same may be extended) because of or in connection with the ownership, management, maintenance, security, repair, replacement, renovation, restoration or operation of the categorized Exhibit B Premises, or any portion thereof, in accordance with sound real estate management and accounting practices, consistently applied. To the extent such costs and expenses in 2007 payable by Tenant cannot be charged directly to, and each subsequent year during paid by, Tenant, such costs and expenses shall initially be paid by Landlord and thereafter be reimbursed by Tenant. As used herein, the Extended Term). term “Operating ExpensesReal Property Taxes” shall not include any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, penalty, tax or similar imposition imposed by any authority having the following: the costs of LESSEE’S improvements and services for which LESSEE direct power to tax, including any city, county, state or federal government, or any tenant specifically and directly reimburses LESSORschool, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitationagricultural, reconstruction lighting, drainage or other work occasioned by improvement or special assessment district thereof, as against any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), legal or by equitable interest of Landlord in the exercise of the right of eminent domain (except Premises to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does assessed and/or accruing after the Commencement Date, including, but not reimburse or compensate LESSOR or Owner); depreciation of limited to, the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.following:

Additional Rent. Notwithstanding the provisions of the Original LeaseAll monies other than Sublease Rent required to be paid by Sublessee under this Sublease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordinglyincluding without limitation, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay any amounts payable by Sublessee or Sublessor to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable Master Lessor with respect to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, Subleased Premises as set forth in Exhibit B heretothis Sublease shall be deemed additional rent (“Additional Rent”) Sublessee shall reimburse Sublessor, are the unaudited actuals for calendar year 2006 within fifteen (15) days of receipt of invoice therefor (and will which shall in no event be subject due before such amounts are due to change based on actual costs be paid by Sublessor to Master Lessor), for the following: (i) Sublessee’s pro-rata share of Common Area Maintenance Charges due and expenses incurred for each owing to Master Lessor pursuant to Insert 4.3 to the Master Lease; (ii) Sublessee’s pro-rata share of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes insurance payments owed to Master Lessor under Section 8.1 of the LESSORMaster Lease, (iii) Sublessee’s pro-rata share of Real Property Taxes due and owing to Master Lessor pursuant to Article 10 of the Master Lease; the costs incurred in and (iv) any rehabilitationother fees, reconstruction charges or other work occasioned by any insured casualty sums payable with respect to the Subleased Premises for: (i.e. as a) excess, after-hours or supplemental electrical or heating, ventilating or air conditioning service supplied to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except Subleased Premises to the extent actually charged by Master Lessor to Sublessor; (b) services or benefits supplied to the Subleased Premises for which Master Lessor reserves any right to impose a fee or charge and which fee or charge is actually imposed; (c) to reimburse Master Lessor or Sublessor for taxes on Sublessee’s personal property, equipment and fixtures located in or about the Subleased Premises during the Sublease Term to the extent actually charged by Master Lessor to Sublessor; (d) to pay for any damage to the Building resulting from the act or omission of Sublessee or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Sublessee’s agents, employees or invitees; and (e) damages recoverable due to a default under the Master Lease which is the result of any so-called “deductible” amount default or failure of performance by Sublessee under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred this Sublease and which are due and payable to Master Lessor or Sublessor. In no event shall Sublessee be responsible for payments of benefit Additional Rent to the extent they are: (i) not attributable to the Subleased Premises arising during the Sublease Term, or protect (ii) damages or expenses arising from the rights acts, omissions or negligence of other tenants in the Building, generally); costs of renovations Sublessor. Sublease Rent and Additional Rent hereunder may collectively be referred to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderherein as “Rent”.

Additional Rent. Notwithstanding (a) In addition to Base Rent for the Additional First Floor Premises, Tenant shall pay to Landlord as Additional Rent at times hereinafter specified in this Amendment (i) Tenant’s Additional First Floor Premises Adjusted Share (as defined below) for the Additional First Floor Premises, of Operating Expenses (as defined in the Existing Lease) for (A) the 9714 Building, (B) the South Campus and (C) the Project, (ii) the Property Management Fee (as defined in the Existing Lease), and (iii) any other amounts that Tenant assumes or agrees to pay under the provisions of the Original LeaseLease that are owed to Landlord, this Amended including any and Restated all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of the Lease Agreement is structured as a “triple net” leaseto be performed by Tenant, after notice and the lapse of any applicable cure periods. Accordingly, To the provisions for Additional Rent based on extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses and Taxes are rewritten as follows. LESSEE related to the Additional First Floor Premises, Tenant shall also pay Landlord for such excess in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of Operating Expenses (such excess, together with Tenant’s Pro Rata Share, “Tenant’s Additional First Floor Premises Adjusted Share”). (b) Tenant shall pay to LESSORLandlord on the first day of each calendar month of the Term, as Additional Rent under Rent, commencing on the LeaseAdditional First Floor Term Commencement Date, (i) the Property Management Fee, and (ii) Landlord’s good faith estimate of Tenant’s Additional First Floor Premises Adjusted Share of Operating Expenses with respect to the 9714 Building, the following amounts based on LESSEE’S allocable percentage South Campus and the Project for such month. (which c) Tenant’s responsibility for Tenant’s Additional First Floor Premises Adjusted Share of Operating Expenses shall continue to the latest of (i) the date of termination of the Lease with respect to the Additional First Floor Premises, (ii) the date Tenant has fully vacated the Additional First Floor Premises, and (c) if termination of the Lease is 8.3441%due to a default by Tenant, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment date of Additional Rent attributable to the rental commencement of a replacement tenant. Operating Expenses for the Building calendar year in which Tenant’s obligation to share therein commences and sitefor the calendar year in which such obligation ceases shall be prorated on a basis reasonably determined by Landlord. Expenses such as taxes, assessments and insurance premiums that are incurred for an extended time period shall be prorated based on LESSEE’S Allocable Percentage. upon the time periods to which they apply so that the amounts attributed to the Additional First Floor Premises relate in a reasonable manner to the time period wherein Tenant has an obligation to share in Operating Expenses. (d) Notwithstanding anything in the Existing Lease to the contrary, in the event Tenant’s Pro Rata Share of Operating Expenses, as set forth in Exhibit B heretoexcluding Uncontrollable Operating Expenses (defined below), are with respect to the unaudited actuals for calendar year 2006 Additional First Floor Premises increases by more than five percent (and will be subject to change based on actual costs and expenses incurred for each 5%) annually (after the first anniversary of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended TermAdditional First Floor Term Commencement Date). “, Tenant shall not be obligated to pay for any Tenant’s Pro Rata Share of Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty excluding Uncontrollable Operating Expenses (i.e. as to which LESSOR is required to carry insurance hereunderdefined below), or by with respect to the exercise Additional First Floor Premises in excess of the right of eminent domain such five percent (5%) increase (except to the extent that Tenant uses more than its Pro Rata Share of such Operating Expense, as provided in Section 9(a) above). For the purposes of this Section, “Uncontrollable Operating Expenses” shall mean the costs of utilities, inspection fees and other costs required by any so-called “deductible” amount under policies of insurance Government Authority for continued compliance with Applicable Laws or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute to comply with any particular tenant (other than those incurred Applicable Laws which are of benefit first applicable to or protect the rights of other tenants 9712 Building, the 9714 Building, the South Campus and/or the Project (as applicable) after the Additional First Floor Term Commencement Date with respect to the Additional First Floor Premises, snow removal, Real Estate Taxes (as defined in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage Existing Lease) and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderinsurance.

Additional Rent. Notwithstanding (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the provisions Term Tenant’s Share of the Original Leasesum of (x) the amount (if any) by which Operating Costs for such period exceed Base Operating Costs, this Amended and Restated Lease Agreement is structured (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) No later than one hundred fifty (150) days after the end of the Base Year and each calendar year thereafter, Landlord shall furnish Tenant a “triple net” leasestatement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant with respect thereto. AccordinglyLandlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a waiver of Landlord’s rights on account of any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (and Landlord’s rights shall continue in full force and effect); provided, however, that following the provisions for expiration of the Term and Tenant’s vacating the Premises, Landlord must provide such statement no later than one year after the expiration of the Term and Tenant’s vacating the Premises and, if Landlord fails to provide such statement within such 1-year period, Landlord shall not be entitled to demand that Tenant pay to Landlord any underpayment of Operating Costs, Taxes or Additional Rent. Unless Tenant raises any objections in writing to Landlord’s statement within one hundred fifty (150) days after Tenant’s receipt of the same, such statement shall conclusively be deemed collect and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on Operating Expenses the statement. Any such audit must be performed by an employee of Tenant with appropriate accounting or finance experience, or by an accounting firm pursuant to an hourly or flat fee arrangement not contingent on any savings realized as a result of the audit. Upon receipt of Tenant’s audit, Landlord shall have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and Taxes are rewritten as followsat Landlord’s cost. LESSEE The patties shall also pay negotiate in good faith to LESSOR, as Additional Rent under resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible time for payment of Additional Rent attributable to any amounts due Landlord based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by more than six percent (6%) of what the Operating Expenses actual charges should have been, then Landlord shall reimburse Tenant for the Building and siteactual, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual reasonable costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Termaudit, not to exceed Ten Thousand Dollars ($10,000.00). “Operating Expenses” Landlord shall not include be deemed to be in default under this Lease as a result of Landlord’s overcharging Operating Costs, but Landlord shall refund the following: amount of any overpayment by Tenant and, if applicable, pay the costs of LESSEE’S improvements Tenant’s audit, all on the terms and services conditions more particularly set forth above. (4) If Tenant’s Additional Rent as finally determined for which LESSEE any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within thirty (30) days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes end of the LESSOR; Term, Additional Rent shall be prorated on the costs incurred in any rehabilitation, reconstruction or other work occasioned basis of a 360-day year by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise computing Tenant’s Share of the right increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants days during such year included in the BuildingTerm. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord, generally)as the case may be, within thirty (30) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year; costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage as finally determined by Landlord, and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthe total amount previously paid by Tenant on account thereof.

Additional Rent. Notwithstanding Commencing on the provisions Commencement Date and continuing throughout the Lease Term, Tenant shall pay, as additional rent Tenant’s Allocated Share of Operating Expenses as provided in Article 6, and subject to the terms of this Lease, commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay to Landlord all other Additional Rent. As used any this Lease, “Additional Rent” shall mean, collectively, (a) any late charges due Landlord pursuant to paragraph 3.4, (b) Tenant’s Allocated Share of Operating Expenses as provided in Article 6, (c) Tenant’s Allocated Share of Real Property Taxes as provided in paragraph 8.2, (d) Landlord’s share of any consideration received by Tenant from Transfers as provided in paragraph 14.1, and (e) any other charges due Landlord pursuant to this Lease. Landlord, in its reasonable discretion, shall create cost pools, or otherwise reasonably allocate expenses to certain tenants of the Original LeaseProperty, this Amended and Restated in order to equitably allocate expenses among the tenants of the Property. 3.3 Payment of Rent: The Base Monthly Rent shall be paid in advance on or before the first day of each calendar month during the Lease Agreement is structured as a “triple net” leaseTerm. Accordingly, the provisions for Any Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building due and site, based on LESSEE’S Allocable Percentage. Operating Expenses, payable as set forth in Exhibit B heretothis Lease or, are if not specifically set forth, within thirty (30) days of a written invoice from Landlord for the unaudited actuals for calendar year 2006 (and will same. All Rent shall be subject to change based on actual costs and expenses incurred for each paid in lawful money of the categorized Exhibit B costs United States, without any abatement, deduction or offset whatsoever, except as expressly provided in this Lease, and expenses without any prior demand therefor except as expressly provided in 2007 this Lease, to Landlord at its address set forth above or at such other place as Landlord may designate in writing from time to time. Tenant’s obligation to pay rent shall be prorated at the commencement and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes expiration of the LESSOR; Lease Term. Base Monthly Rent and Additional Rent are collectively referred to as “Rent.” All monetary obligations of Tenant to Landlord under the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as terms of this Lease are deemed to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderbe Rent.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, Complex as set forth in Exhibit B heretoParagraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Complex as set forth in Paragraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the provisions term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, (ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the following amounts based on LESSEE’S allocable percentage Lease, (iii) all insurance premiums for which Tenant is 8.3441%liable under Sections 7.01 and 7.07 of the Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be responsible for referred to as the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of Additional Rent attributable each Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Expenses for Costs paid or incurred by Landlord during the Building preceding fiscal year and siteTenant’s Pro Rata Share of such expenses. Tenant may review Landlord’s books and records supporting such statement in the office of Landlord, based on LESSEE’S Allocable Percentageor Landlord’s agent, during normal business hours, upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such statement, but in no event more often than once in any one year period. Operating ExpensesWithin sixty (60) days after Tenant’s receipt of Landlord’s statement or thirty (30) days following Tenant’s review of Landlord’s books and records, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as set forth the case may be) in Exhibit B hereto, are order that Landlord shall receive the unaudited actuals for calendar year 2006 (and will be subject to change based on actual entire amount of Tenant’s share of such costs and expenses incurred for such period. Notwithstanding the foregoing, in the event Landlord fails to deliver its statement within two hundred seventy (270) days after the end of each Fiscal Year, Landlord shall have no right to collect an additional payment for the actual amount of the categorized Exhibit B Tenant’s Pro Rata Share of Total Operating Costs. In addition to its obligation to pay Base Rent and its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and expenses other expenses, collectively “Additional Expenses.” If Landlord pays for any Additional Expenses in 2007 and each subsequent year during accordance with the Extended Term)terms of this Lease, Tenant’s obligation to reimburse such costs shall be an Additional Rent obligation payable in full with the next monthly Rent payment. “Operating Expenses” Unless this Lease provides otherwise, Tenant shall not include pay all Additional Rent then due with the following: the costs next monthly installment of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderBase Rent.

Additional Rent. Notwithstanding (a) Commencing on the provisions of the Original LeaseCommencement Date, this Amended Tenant shall pay and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSORdischarge, as additional rent (collectively, “Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable PercentageRent”): A. Operating Expenses(i) except as otherwise specifically provided herein, all costs and expenses of Tenant and Landlord which are incurred in connection or associated with (A) the ownership, use, non-use, occupancy, monitoring, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises first arising during the Term (including any material deterioration following the Commencement Date with respect to any matter that arose prior to the Commencement Date), (B) the performance of any of Tenant’s obligations under this Lease, (C) the exercise or enforcement by Landlord, its successors and assigns, of any of its rights under this Lease in connection with an Event of Default, (D) any amendment to or modification or termination of this Lease made at the request of Tenant, (E) Costs of Landlord’s counsel and reasonable internal Costs of Landlord incurred in connection with any act undertaken by Landlord (or its counsel) at the request of Tenant, any act of Landlord performed on behalf of Tenant in connection with an Event of Default or the review and monitoring of compliance by Tenant with the terms of this Lease in connection with an Event of Default, including compliance with applicable Law, (F) all costs and fees associated with the wire transfers of Rent payments, (G) all Condominium Expenses and all rent and other charges due under the Boca Parking Lease, (H) any other items specifically required to be paid by Tenant under this Lease, and (I) an administrative fee of $10,000 payable to Landlord in connection with any Exchange; (ii) after the date all or any portion of any installment of Basic Rent is due and not paid by the applicable Basic Rent Payment Date, an amount (the “Late Charge”) equal to three (3%) of the amount of such unpaid installment or portion thereof to reimburse Landlord for its cost and inconvenience incurred as a result of Tenant’s delinquency, provided, however, that with respect to the first late payment of all or any portion of any installment of Basic Rent in any Lease Year, the Late Charge shall not be due and payable unless the Basic Rent has not been paid within five (5) days’ following notice thereof from Landlord to Tenant that such installment is due and payable; (iii) a sum equal to any late charge in excess of the amount payable under clause (ii) above for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, any default interest in excess of amounts payable under clause (iv) below for that portion of the Basic Rent paid to the Lender as scheduled installments of principal and interest, and fees of Lender’s counsel, which are payable by Landlord to any Lender under any Note by reason of Tenant’s late payment or non-payment of Basic Rent or by reason of an Event of Default; and (iv) interest at the rate (the “Default Rate”) of five percent (5%) over the Prime Rate per annum on the following sums until paid in full: LESSEE shall be responsible for payment (A) all overdue installments of Basic Rent from the respective due dates thereof, and (B) all overdue amounts of Additional Rent attributable relating to obligations which Landlord shall have paid on behalf of Tenant pursuant to this Lease, from the Operating Expenses for date of payment thereof by Landlord. (b) Tenant shall pay and discharge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the Building and sitesame shall become due, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, provided that amounts which are the unaudited actuals for calendar year 2006 (and will be subject billed to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE Landlord or any tenant specifically third party, but not to Tenant, shall be paid within thirty (30) days after Landlord’s demand for payment thereof, and directly reimburses LESSOR(ii) any other Additional Rent, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty within thirty (i.e. as to which LESSOR is required to carry insurance hereunder30) days after Landlord’s demand for payment thereof. (c) In no event shall amounts payable under Paragraph 7(a)(ii), (iii) and (iv) or elsewhere in this Lease exceed the maximum amount permitted by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderapplicable Law.

Additional Rent. Notwithstanding the provisions of the Original LeaseBeginning in January 2007, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment 1) Tenant’s proportionate share of Additional Rent attributable all utilities relating to the Operating Expenses for Complex as set forth in Paragraph 11, and (2) Tenant’s proportionate share of all Real Estate Taxes relating to the Building and siteComplex as set forth in Paragraph 12, based on LESSEE’S Allocable Percentage. Operating Expensesand (3) Tenant’s proportionate share of all insurance premiums relating to the Complex, as set forth in Exhibit B heretoParagraph 15, and (4) Tenant’s proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (5) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorney’s fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. Tenant shall pay to Landlord monthly, in advance, Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled in writing {the “Reconciliation Statement”) and provided to Tenant within one hundred fifty (150) days after the end of each calendar year as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items. Tenant’s payment for such Additional rent as of January 2007 shall be Five Thousand Seven Hundred ($5,700.00) Dollars per month. Any payments required to be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any payments for Basic Rent pursuant to paragraph 4 A. The respective obligations of Landlord and each subsequent Tenant accruing under this paragraph prior to the expiration or earlier termination of the Lease shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year during in which the Extended Term)term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. “Operating Expenses” Notwithstanding this Paragraph 4.D, if Tenant occupies the Premises with operating personnel for the conduct of its normal business activities (construction and facilities personnel engaged in preparing the space for Tenant’s occupancy shall not include the following: the costs be considered operating personnel) prior to January 2007, Tenant shall immediately upon such occupancy commence payment of LESSEE’S improvements and services Additional Rent prorated as necessary for which LESSEE or any tenant specifically and directly reimburses LESSORpartial month occupancy based on a monthly estimated Additional Rent payment of $5,700.00. Tenant shall, or pays third persons at LESSOR’S directions; income or franchise taxes as of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise commencement date of the right Lease, be responsible for the cost and expense of eminent domain (except all utilities providing service exclusively to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred Premises, janitorial service to the Premises, and all other services to be contracted for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation directly by Tenant as provided for in Paragraph 11 of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderLease.

Additional Rent. Notwithstanding a. Real Estate Taxes, Expenses. Commencing on the Commencement Date, Reliant shall pay to Mercury, as additional rent (“Additional Rent”), all Additional Charges (as defined in the Prime Lease), including but not limited to Real Estate Taxes, Expenses, and all other such amounts payable by Mercury under the Sublease and allocable to the Subleased Premises (excluding Specific Default Charges). As used herein, “Specific Default Charges” shall mean, to the extent not caused in whole or in part by Reliant’s default hereunder, any amounts resulting solely from a default by Mercury under the Sublease and identified in a notice of default delivered by Master Sublandlord to Mercury, which amounts may include, without limitation, any late fees or interest payable by Mercury pursuant to Section 4(e) of the Prime Lease. Without limiting the generality of the foregoing, Reliant shall pay to Mercury, as Additional Rent, all charges for (1) alterations (excluding charges for alterations made by Mercury prior to the date hereof), (ii) all amounts payable to by Reliant pursuant to Section 2(c) of the Workletter, and (iii) any additional services provided to the Subleased Premises or otherwise in connection wit the Prime Lease, including, without limitation, charges and fees for after-hours heating and air conditioning services, if any. Mercury shall provide Reliant with copies of all relevant statements and bills received by Mercury pursuant to the applicable provisions of the Original Prime Lease and Sublease. Reliant shall pay one-twelfth of the annual Expenses and Real Property Taxes, as defined and estimated pursuant to Article 4 of the Prime Lease, this Amended respect to the Subleased Premises and Restated Sublease Term not later than the first day of each month during the Term until the Rent Commencement Date and, thereafter, to Mercury together with each monthly payment of Base Rent, subject to annual reconciliation in accordance with Section 4(c)(3) of the Prime Lease. Notwithstanding the foregoing, if the Prime Lease Agreement is structured as requires Mercury to pay Expenses or Real Estate Taxes other than on a “triple net” lease. Accordingly, the provisions for Additional Rent monthly basis based on Operating estimates of such costs, Reliant shall make payments of each element of Expenses and or Real Estate Taxes are rewritten as follows. LESSEE shall also on the later of (i) two (2) business days prior to the date on which Mercury in obligated to pay to LESSOR, as Additional Rent the applicable sum under the Prime Lease (only if the applicable element of Expenses and/or Real Estate Taxes is payable by Mercury under the Prim Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by (ii) twenty (20) business days after receipt of a statement from Mercury setting forth the exercise amount of Real Estate Taxes and/or Expenses due. Reliant shall pay all other Additional Rent within twenty (20) business days after receipt of an invoice therefore from Mercury. Reliant’s obligation to pay Additional Rent shall survive the right expiration or earlier termination of eminent domain (except this Sub-Sublease with respect to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage Subleased Premises and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderSublease Term.

Additional Rent. Notwithstanding This Lease is intended by the parties hereto to be a so-called "net" lease, subject to and in accordance with the provisions set forth herein. To the end that the Basic Rent shall be received by the Landlord net of costs and expenses related to operation and maintenance of the Original Property as specified herein for that portion of the Building that contains the Premises (the "ATX Building") and the Premises except as expressly set forth herein. Accordingly the Tenant agrees to pay, in addition to the Tenant's obligations with respect to rea1 estate taxes (as provided in Section 7 hereof), Common Expenses as provided below and other costs which are specifically set forth herein, to the Landlord upon demand as Additional Rent, in the same manner as Basic Rent, except as otherwise expressly agreed in this Lease, including, without limiting the generality of the foregoing, reasonable attorneys' fees incurred by the Landlord in connection with any consents under any subleases and assignments of this Amended Lease requested by the Tenant and Restated Lease Agreement is structured as a “triple net” leaseproperty management fee not to exceed three and 1/4 percent (3.25%) of gross rent paid by Tenant. AccordinglyDuring the Transitional Term, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, as Additional Rent under all of the Lease, Common Expenses defined below. During the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, Principal Term and the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE Extended Term Tenant shall be responsible for payment pay all of Additional Rent attributable the Common Expenses related to the Operating ATX Building and fifty-four and 3/10 percent (54.3%) or such other percentage as the rentable square footage of the Premises bears to the rentable square footage of the Building from time to time ("Tenant's Percentage") of the other Common Expenses, as hereinafter defined. The foregoing obligation to pay such Common Expenses for is hereinafter called "Tenant's Common Expense Obligation". The Landlord and the Tenant agree that if the rentable area of the Building and sitethe rentable area of the Premises change as a result of improvements or alterations to the Building constructed by Landlord, based on LESSEE’S Allocable which, in the aggregate, would result in a change of 5% or more to Tenant's Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and then Tenant's Percentage will be subject adjusted to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderreflect such changes.

Additional Rent. Notwithstanding (a) Sublessor represents that its Tenant's Share, as Tenant under the provisions Underlying Lease, as defined in Article 1 of the Original Underlying Lease is 100%. Commencing April 1, 1997 and continuing with each ensuing calendar year thereafter, Sublessee shall pay Additional Rent within ten (10) business days after demand, which Additional Rent shall be equal 51.6% ("Sublessee's Proportionate Share") of the amount, if any, by which the Operating Costs (as such term is defined in the Underlying Lease) in each such calendar year subject to proration with respect to the last year of the Sublease term if less than a full calendar year, this Amended and Restated exceed the Operating Costs paid or charged to the Sublessor as tenant under the Underlying Lease Agreement is structured as a “triple net” leasefor the calendar year 1996. AccordinglySublessor shall, upon Sublessee's request, request of Underlying Landlord the provisions supporting data required to verify the charges for Additional Rent based sought to be passed on Operating Expenses to Sublessee as occupant of the Sublet Premises pursuant to the Underlying Lease and Taxes are rewritten shall disclose to Sublessee all information or findings pertaining to the duty of Sublessor or Sublessee to pay such charges as followsAdditional Rent, including such matters with respect to such items of Additional Rent as may have been called to Sublessor's attention by Sublessee. LESSEE If Sublessor shall also pay to LESSORnot otherwise be contesting such charges, the cost and expense of obtaining such supporting data, if any, shall be paid by Sublessee, as Additional Rent Rent. (b) If Sublessor receives any refund or credit under the LeaseUnderlying Lease relating to any payment made by the Sublessee for Additional Rent pursuant to this Article, Sublessee shall be entitled to receive from Sublessor the entire amount of such refund or credit (less sums, if any, expended by Sublessor in connection with ob taining such refund or credit) to the extent relating to any payment made by Sublessee to Sublessor for Additional Rent promptly following amounts receipt by Sublessor. (c) Sublessor shall cause to be provided to the Building, including the Sublet Premises, services consisting of maintenance, repairs, cleaning of the Building (other than the Sublet Premises), cellular service, pest control, sanitation and waste removal ("Sublessor's Services") which shall be paid for by Sublessor and Sublessee as herein provided. Sublessee's expense base based on LESSEE’S allocable percentage Sublessee's Proportionate Share is $0.17 per square foot (which is 8.3441%"Sublessee's Expense Base"). Commencing on the first anniversary of the Commencement Date and continuing with each anniversary date thereafter, if the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE cost of Sublessor's Services shall be responsible greater than Sublessee's Expense Base, Sublessee shall pay to Sublessor, as additional rent for payment of Additional Rent attributable such year, an amount equal to the Operating Expenses Sublessee's Percentage of the excess of the cost of Sublessor's Services for such year over the Building and siteSublessee's Expense Base ("Sublessee's Expense Payment"). Sublessor shall submit to Sublessee, based on LESSEE’S Allocable Percentage. Operating Expensesprior to, as set or within 30 days following the commencement of each year of the Sublease Term, an expense statement certified by the Sublessor, setting forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs Sublessor's Services for the preceding year and expenses in 2007 and each subsequent year during the Extended Term)payment, if any due to Sublessor from Sublessee for such year. “Operating Expenses” shall not include In the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR event there is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants a decrease in the Buildingcost of Sublessor's Services, generally); costs of renovations Sublessee's Expense Payments shall be adjusted to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderreflect the decrease.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment 1) Tenant's proportionate share of Additional Rent attributable all utilities relating to the Operating Expenses for Complex as set forth in Paragraph 11, and (2) Tenant's proportionate share of all Taxes relating to the Building Complex as set forth in Paragraph 12, and site, based on LESSEE’S Allocable Percentage. Operating Expenses(3) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Exhibit B heretoParagraph 15, and (4) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (5) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorney's fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Xxxxxx's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. Tenant shall pay to Landlord monthly, in 2007 and advance, Xxxxxx's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs as compared to Xxxxxxxx's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. Tenant's payment for such Additional rent as of the costs incurred in commencement of the term of this lease shall be Two Thousand One Hundred ($2,100.00) Dollars per month. Any payments required to be made by Tenant for Additional Rent shall be made by check or instrument separate from that check or instrument used by Tenant to make any rehabilitation, reconstruction payments for Basic Rent pursuant to paragraph 4 A. The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent Landlord shall have all the rights and remedies with respect thereto as Landlord has for non- payment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions Commencement Date (with regards to the 1020 Space) and beginning with the 1060 Additional Rent Commencement Date (with regards to the 1060 Space), Tenant shall pay to Landlord the following, in addition to the Basic Rent and as Additional Rent, whether or not the same to be designated as such, and Additional Rent shall be included in the term "rent" wherever used in this Lease; and, unless another time shall be expressly provided for the payment thereof, all rent and Additional Rent shall be due and payable together with the next succeeding installment of Basic Rent; and Landlord shall have the same remedies for failure to pay the same as for a nonpayment of Basic Rent: (a) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Original Leasebuilding(s) (including common areas of the building(s)) in which the Premises are located and Common Areas of the Complex as set forth in Article 7, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage and (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment b) Tenant's proportionate share of Additional Rent attributable all utilities relating to the Operating Expenses for building(s) in which the Building and sitePremises are located as set forth in Article 11, based on LESSEE’S Allocable Percentage. Operating Expensesand (c) Tenant's proportionate share of all Real Property Taxes relating to the Complex as set forth in Article 12, and (d) Tenant's proportionate share of all insurance premiums relating to the Complex, as set forth in Exhibit B heretoArticle 15, are the unaudited actuals for calendar year 2006 and (and will be subject to change based on actual e) All charges, costs and expenses incurred for each which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses, including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's proportionate share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each calendar year as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the terms, covenants and each subsequent conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. If the 1060 Building does not have at least one hundred percent (100%) of the rentable area thereof occupied at all times during any calendar year period during the Extended Term). demised term, then the variable portion of all charges, costs and expenses which Tenant is required to pay herein (including expenses for the operation, management, maintenance and repair of the 1060 Building [including common areas of the 1060 Building] and Common Areas of the Complex, all utilities relating to the 1060 Building and the Complex, and all Real Property Taxes and insurance premiums relating to the Complex) (herein, the “Operating Expenses” ”) for such period shall not include be deemed to be equal to the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes total of the LESSOR; variable portion of such Operating Expenses which would have been incurred by Landlord if one hundred percent (100%) of the costs incurred in any rehabilitationrentable area of the 1060 Building had been occupied for the entirety of such calendar year with all tenants paying full rent, reconstruction as contrasted with free rent, half rent or the like. Tenant's payment for such Additional Rent as of the commencement of the term of this Lease shall be Twenty Two Thousand Dollars ($22,000.00) per month with respect to the 1020 Space and Eleven Thousand One Hundred Dollars ($11,100.00) per month with respect to the 1060 Space. The respective obligations of Landlord and Tenant under this Article shall survive the expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right demised term of eminent domain (except to this Lease, and if the extent demised term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the demised term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365. Landlord shall endeavor to provide Landlord’s reconciliation statement for the final year of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant demised term of this Lease to Tenant no later than one hundred eighty (other than those incurred which are 180) days following the expiration of benefit to or protect the rights last fiscal year of other tenants in the Building, generally); costs demised term of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthis Lease.

Additional Rent. Notwithstanding All sums payable by Tenant under this Lease other than Base Rent shall be deemed "Additional Rent;" the provisions term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Lease Term: (i) all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, (ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the following amounts based on LESSEE’S allocable percentage Lease, (iii) all insurance premiums for which Tenant is 8.3441%liable under Sections 7.01 and 7.06 of the Lease and (iv) all OAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE aforementioned Real Property Tax, insurance, utility, and OAM Expenses (if not paid by Tenant directly) shall be responsible the "Total Operating Costs." Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each fiscal year during the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. Within thirty (30) days after Tenant's receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant's share of such costs and expenses for payment of Additional such period. In addition to its obligation to pay Base Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Total Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR Tenant is required hereunder to carry pay directly to suppliers, vendors, carriers, contractors, etc. certain insurance hereunder)premiums, or by utility costs, personal property taxes, maintenance and repair and other expenses collectively "Additional Expenses." If Landlord pays for any Additional Expenses in accordance with the exercise terms of this Lease, Tenant's obligation to reimburse such costs shall be an Additional Rent obligation payable in full with the right next monthly Rent payment. Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the next monthly installment of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderBase Rent.

Additional Rent. Notwithstanding Beginning with the provisions Commencement Date of the Original Term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex and Premises as set forth in Paragraph 13, and (b) Tenant's proportionate share of all insurance premiums and deductibles relating to the Building Complex and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 17, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance, and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within one hundred twenty (120) days of the end of each calendar year or more frequently if Landlord elects to do so at Landlord's sole and each subsequent year during absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, within thirty days after delivery by Landlord to Tenant of a written reconciliation identifying the Extended Term). “Operating Expenses” shall not include the following: the costs amount to be paid, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent Items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the costs incurred in any rehabilitationright, reconstruction at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records specifically limited to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other work occasioned third party on a contingency fee basis. Landlord shall be provided a complete copy of said audit at no expense to Landlord. If such audit reveals that Landlord has overcharged Tenant and the audit is not challenged by any insured casualty Landlord, the amount overcharged shall be credited to Tenant's account within thirty (i.e. as to which LESSOR 30) days after the audit is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderconcluded.

Additional Rent. Notwithstanding the provisions of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Taxes (1) Tenant shall also pay to LESSOR, Landlord as Additional Rent under for each calendar year or portion thereof during the LeaseTerm Tenant’s share of Taxes that are due and payable during such period. (2) Landlord shall furnish Tenant a statement showing the Taxes payable for the then current calendar year and Tenant’s share of such Taxes. Tenant shall pay the same to Landlord, on or before the later of (i) the fifteenth business day following amounts based on LESSEE’S allocable percentage receipt of Landlord’s statement or (ii) the day which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable twenty calendar days prior to the Operating Expenses latest date on which Taxes may be paid without incurring a penalty or late charge, provided that if any penalty, late charge or interest is imposed or payable on any Taxes solely by reason of Tenant’s failure to pay Tenant’s Share of Taxes within the time required, Tenant shall, upon demand, reimburse Landlord for the Building and sitesuch penalty, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth late charge or interest. (3) If Tenant in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of its reasonable judgment believes that Taxes are excessive because of improper valuations, tax rates or special assessments and should be contested, and Landlord is not contesting Taxes for such year, then Tenant shall have the right to contest with reasonable diligence the Taxes and to deduct all reasonable out of eminent domain (pocket costs relating to the contest from any refund obtained from such contest. Tenant shall be entitled to collect the entire refund, except to the extent that the refund applies to taxes attributable to a period that precedes or follows, in whole or in part, the Term, in which case the refund shall be pro rated accordingly. Tenant shall use reasonable diligence in pursuing any such tax contest, including any settlement thereof; provided, however, (a) Landlord and Tenant agree to consult with the other prior to commencing any such tax contest; and (b) neither Landlord nor Tenant shall settle any such tax contest without the approval of the other, which may be given or withheld in the approving party’s reasonable discretion. Tenant acknowledges and agrees that the Developer’s Agreement requires Landlord and Tenant to sign and deliver to the City and be bound by the terms of that certain Cost Certification attached to the Developer’s Agreement as Exhibit M, which, among other things, certifies that the sum of all construction costs for the Premises (including land, building, development costs and tenant improvements, but not trade-specific fixtures or relocation costs), shall, upon issuance of a Certificate of Completion (defined in the Developer’s Agreement), be $13,275,000 and further, requires the parties to agree not to assert certain factual matters more particularly set forth in the Cost Certification, all of which may have a bearing on the assessed value of the Premises and the outcome of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government ordertax appeal.

Additional Rent. Notwithstanding (a) All amounts over and above, or in addition to, the provisions Annual Fixed Rent which are payable by Tenant to Landlord under the terms of this Lease or otherwise in connection with the use and occupancy of the Original Premises including, without limitation, sums payable under work orders issued by the managing agent for the Building, shall be deemed Additional Rent hereunder and shall be paid by Tenant in lawful money of the United States, without any set-off or deduction whatsoever and otherwise in the same manner as an installment of the Annual Fixed Rent as elsewhere provided in this Lease; and Landlord shall have all the rights and remedies in the event of the non-payment thereof as it would have had in the event of the non-payment of any installment of the Annual Fixed Rent. Tenant’s obligation to pay any Annual Fixed Rent or any Additional Rent which shall have theretofore become due and payable shall survive the expiration or earlier termination of this Lease. (The Annual Fixed Rent and Additional Rent are sometimes collectively referred to in this Lease as “rent.”) Rent for any partial months during the Lease Term shall be prorated on a per diem basis. Except as otherwise expressly set forth in this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, to the provisions extent that Tenant shall fail to dispute any invoice for Additional Rent based on Operating Expenses within ninety (90) days after receipt thereof, such invoice shall be conclusive and Taxes are rewritten as followsbinding upon Tenant and Tenant shall be deemed to have waived any right to dispute the same. (b) Any Additional Rent for which no due date is specified in this Lease shall be due and payable within thirty (30) days after the date of invoice. LESSEE shall also pay Whenever pursuant to LESSORthis Lease either Landlord or Tenant, as Additional Rent under the Leaseapplicable, the following amounts based on LESSEE’S allocable percentage requests reimbursement for its out-of-pocket costs (which is 8.3441%as opposed to specified costs), the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE (i) such reimbursement shall be responsible for payment of Additional Rent attributable limited to those out-of-pocket expenses actually paid to unaffiliated third parties and (ii) such party shall deliver to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject reimbursing party reasonable supporting documentation evidencing such costs promptly after delivery to change based on actual costs and expenses incurred for each such party of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government ordera written request therefor.

Additional Rent. Notwithstanding Beginning with the provisions of the Original LeaseCommencement Date, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage additional amounts: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the 1) Operating Expenses for in the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as amounts set forth in Exhibit B heretoParagraphs 1.E and 9, are and (2) Utility Costs in the unaudited actuals for calendar year 2006 amounts set forth in Paragraphs 1.F and 13, and (and will be subject to change based on actual 3) All charges, costs and expenses incurred for each of the categorized Exhibit B that Tenant is required to pay under this Lease, together with all interest and penalties, costs and expenses including without limitation attorneys' fees and legal expenses, that may accrue thereto in 2007 the event of Tenant's failure to pay such amounts, and each subsequent year during all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the Extended Term)terms of this Lease. “Operating Expenses” In the event of nonpayment by Tenant of Additional Rent, Landlord shall not include have all the following: rights and remedies with respect thereto as Landlord has for nonpayment of Basic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent, at the costs option of LESSEE’S improvements Landlord, directly to the designated recipient thereof, as and services for which LESSEE when such amounts are due, in accordance with statements or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes invoices presented to Tenant. The obligations of Tenant under this Paragraph shall survive the LESSOR; the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned termination of this Lease. In the event of nonpayment by any insured casualty (i.e. Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Basic Rent. The Additional Rent due hereunder shall be paid to which LESSOR is required to carry insurance hereunder)Landlord or Landlord's agent, or by at the exercise option of the right of eminent domain (except Landlord, directly to the extent designated recipient thereof, as and when such amounts are due, in accordance with statements or invoices presented to Tenant. The obligations of any so-called “deductible” amount Tenant under policies this Paragraph shall survive the expiration or other termination of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthis Lease.

Additional Rent. Notwithstanding Commencing January 1, 2020 and each year thereafter during the provisions of the Original LeaseTerm hereof, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordinglyin addition to Base Rent, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Sub-Subtenant shall also pay to LESSOR, Sub-Sublandlord as Additional Rent under (“Additional Rent”): (i) 8.2328% of the Leaseincreases in the Building’s Operating Expenses (the “Operating Expenses Escalation”) over the 2019 Base Operating Expense Year and for each year following the Base Operating Expense Year, and (ii) the following amounts based on LESSEE’S allocable percentage 7.6725% of the increases in the Building’s Taxes (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to “Tax Escalation” and together with the Operating Expenses Escalation, the “Escalation Rent”) over the 2019/2020 Base Year (the “Base Tax Year”) and for each year following the Building and site, based Base Tax Year. Sub-Subtenant shall pay Escalation Rent in monthly installments on LESSEE’S Allocable Percentage. Operating Expenses, as the first day of each month in an amount set forth in Exhibit B heretoa written estimate by Sub-Sublandlord; provided, are however, if there is a change in the unaudited actuals amount of Escalation Rent payable by Sub-Subtenant, Sub-Sublandlord shall to provide such written estimate to Sub-Subtenant at least fifteen (15) days before such amount is first due. Sub-Sublandlord shall promptly forward to Sub-Subtenant all estimates and reconciliation statements that Sub-Sublandlord receives from Sublandlord and/or Prime Landlord. At the same time, in addition to such estimates or reconciliation statements. Sub-Sublandlord shall provide Sub-Subtenant its calculation of Escalation Rent for such calendar year 2006 (or fiscal year, as well as supporting documentation to the extent provided by Sublandlord or Prime Landlord or developed independently by Sub-Sublandlord. In the event an adjustment to Operating Expenses or Taxes or any other Additional Rent is made by Prime Landlord and/or Sublandlord, Escalation Rent shall be adjusted accordingly. Upon written request from Sub-Subtenant, Sub-Sublandlord shall promptly exercise any right it may have to cause Sublandlord’s or Prime Landlord’s books and will records to be subject to change based on actual audited; provided, however, that Sub-Subtenant shall pay the cost of the audit and indemnify, defend and hold harmless Sub-Sublandlord from and against all claims, damages, costs and expenses incurred for each by Sub-Sublandlord as a result of the categorized Exhibit B costs audit. The Base Rent and expenses in 2007 and each subsequent year during Additional Rent may sometimes be referred to herein collectively as the Extended Term). “Operating ExpensesRent.” Notwithstanding anything herein to the contrary, Sub-Subtenant shall not include be responsible for any sums due under the following: Prime Lease or Sublease which are not due from Sub-Subtenant to Sub-Sublandlord pursuant to the costs express terms of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORthis Sub-Sublease, or pays third persons at LESSOR’S directions; income which are due under the Prime Lease, Sublease or franchise taxes this Sub-Sublease and are assessed as a result of the LESSOR; failure of Sub-Sublandlord to comply with the costs incurred Prime Lease and/or Sublease unless Sub-Subtenant is in default of any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right terms or provisions of eminent domain (except to this Sub-Sublease, the extent of any so-called “deductible” amount under policies of insurance Sublease or any costs actually incurred for which any insurance company does not reimburse the Prime Lease on the date such sums are assessed by Sublandlord or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderPrime Landlord.

Additional Rent. Notwithstanding Beginning with the provisions of the Original LeaseCommencement Date, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, as Additional Landlord in addition to the Basic Rent under the Lease, the following additional amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage“Additional Rent”): A. Operating Expenses: LESSEE shall be responsible for payment (1) Tenant's proportionate share ("Tenant's Share") as specified in Paragraph 1.F, of Additional Rent attributable all Real Property Taxes relating to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 14, and (2) Tenant's Share of all property insurance premiums relating to the Complex, as set forth in Paragraph 15, and (3) Tenant's Share of expenses for the operation, management, maintenance and repair of the Building (including Common Areas of the Building) and Common Areas of the Complex in which the Premises are located, as set forth in Paragraph 9, and (4) The sums required to reimburse Landlord for the unaudited actuals for calendar year 2006 cost of repairs and maintenance to the Premises, as set forth in Paragraph 12; and (5) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including without limitation attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Basic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within ten (10) days for taxes and insurance and within ten (10) days for all other Additional Rent items after presentation of an invoice from Landlord or Landlord's agent setting forth such Additional Rent, and/or (ii) at the option of Landlord, directly to the designated recipient thereof, as and when such amounts are due, in 2007 and accordance with statements or invoices presented to Tenant; and/or (iii) at the option of Landlord, to Landlord monthly, in advance, in an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income Landlord applying any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items to Basic Rent and/or Additional Rent next becoming due. The respective obligations of Landlord and Tenant under this Paragraph shall survive the expiration or franchise taxes other termination of this Lease, and if the Lease Term shall expire or shall otherwise terminate on a day other than the last day of a calendar year, the actual Additional Rent incurred for the calendar year in which the Lease Term expires or otherwise terminates shall be determined and settled on the basis of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise statement of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred actual Additional Rent for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding (1) Commencing on the provisions Commencement Date and continuing throughout the Term of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, Tenant shall pay to Landlord, as “Additional Rent”, Tenant’s Share of the following amounts based on LESSEE’S allocable percentage sum of Operating Costs and the Taxes for each calendar year, or portion thereof, occurring during the Term (which is 8.3441%, except that Tenant’s Share of estimated Operating Costs and the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE Taxes for the first full calendar month of the Term shall be responsible for payment paid upon Tenant’s execution of this Lease). (2) Prior to the Commencement Date and thereafter prior to the end of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and the Taxes to be paid as a component of Additional Rent attributable for the following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated Additional Rent. If Landlord thereafter estimates that Operating Costs for such year will vary from Landlord’s prior estimate, Landlord may, on not less than thirty (30) days’ prior written notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Landlord’s initial estimate of Operating Costs for the first full calendar month of the Term is Thirteen Thousand Seven Hundred Thirty Five and 00/100 Dollars ($13,735.00). (3) As soon as reasonably practicable after the end of each calendar year, Landlord shall furnish Tenant a statement (the “Statement”) with respect to such year, showing Operating Costs, and any other Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s Statement within ninety (90) days after receipt of the same, Tenant shall have no right thereafter to audit Landlord’s books and records with respect to such Statement. If Tenant does object to such Statement within the requisite time period, then Landlord shall provide Tenant with reasonable verification of the figures shown on the Statement and the parties shall negotiate in good faith to resolve any disputes. If after such negotiations Landlord and Tenant cannot agree upon the amount of Operating Costs, then Tenant shall have the right to have a certified public accountant (at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or delayed), audit and/or review Landlord’s books and records relating to the Statement and the calculation of Operating Expenses Costs for the Building year in question (the “Independent Review”). The results of any such Independent Review shall be binding on Landlord and siteTenant, unless Landlord elects, within sixty (60) days of receipt of the results of the Independent Review, to initiate legal proceedings to resolve any disputes regarding conclusions in the Independent Review that Landlord does not accept. If the Independent review and/or any legal proceedings with respect thereto show that the Operating Costs actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year, Tenant may offset such excess against Rent due under the Lease or, if no rent remains due, Landlord shall pay the excess to Tenant within fifteen (15) days after final determination of the Operating Costs after deducting all other amounts due Landlord. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant’s payments of Operating Costs for such calendar year were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to the Landlord within fifteen (15) days after final determination of the Operating Costs. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant has overpaid Operating Costs for the year in question by more than five percent (5%), then Landlord shall reimburse Tenant for all reasonable costs paid by Tenant to the firm performing the Independent Review. Operating Costs for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Any failure of Landlord to deliver Landlord’s Statement as provided herein shall not relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on LESSEE’S Allocable PercentageLandlord’s Statement, so long as the Statement for any calendar year is delivered not later than nine (9) months after the end of the calendar year. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant does not timely object thereto as permitted under subparagraph (3) above, Tenant shall pay Landlord the deficiency within five (5) days of Tenant’s receipt of Landlord’s Statement. Operating ExpensesIf, however, Tenant timely objects to the Landlord’s Statements as permitted under subparagraph (3), above, Tenant shall pay Landlord any deficiency within fifteen (15) days of the completion of good faith negotiations or Tenant’s receipt of the results of the Independent Review, as set forth in Exhibit B heretoapplicable. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, are Tenant’s excess payment shall be credited toward the unaudited actuals for rent next due from Tenant under this Lease. For any partial calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each at the beginning or end of the categorized Exhibit B costs and expenses in 2007 and each subsequent Term, Additional Rent shall be prorated on the basis of a 365-day year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes by computing Tenant’s Share of the LESSOR; Operating Costs and the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by Taxes for the exercise entire year and then prorating such amount for the number of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants days during such year included in the BuildingTerm. Notwithstanding the termination of this Lease, generally); costs Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within fifteen (15) days after Tenant’s receipt of renovations Landlord’s final Statement for the calendar year in which this Lease terminates, unless Tenant timely objects thereto as permitted under subparagraph (3) above, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. The obligations of Landlord to other tenants’ spaces; costs refund any overpayment of capital improvements; brokerage Additional Rent and advertising costs in seeking new tenants; and penalties incurred due of Tenant to LESSOR’S willful violation pay any Additional Rent not previously paid shall survive the expiration or earlier termination of any direct violation of any government orderthis Lease.

Additional Rent. Notwithstanding (a) Prior to the provisions Tranche I Give-Back Date, and in addition to the monthly Base Rent set forth in the Existing Lease, Tenant shall continue to pay Tenant’s Share of Direct Expenses, and all other additional rent payable under the terms of the Original Existing Lease, pursuant to the terms and conditions of the Lease. (b) Effective as of the Tranche I Give-Back Date and in addition to the monthly Base Rent set forth in Section 8(b) of this Amended Eleventh Amendment, Tenant shall pay Tenant’s Share of Direct Expenses with respect to the Post-Tranche I Remaining Premises, and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, all other additional rent payable under the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under terms of the Lease, pursuant to the following amounts based on LESSEE’S allocable percentage (which is 8.3441%terms and conditions of the Lease. Effective as of the Tranche I Give-Back Date, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE Tenant’s Share of Direct Expenses shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each Section 6 of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes Summary of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned Lease (as amended by any insured casualty Section 7(a) of this Eleventh Amendment). (i.e. c) Effective as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except Tranche II Give-Back Date and in addition to the extent monthly Base Rent set forth in Section 8(c) of any so-called “deductible” amount this Eleventh Amendment, Tenant shall pay Tenant’s Share of Direct Expenses with respect to the Remaining Premises, and all other additional rent payable under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation the terms of the Building; general corporate overhead Lease, pursuant to the terms and conditions of the LESSOR entity; legal expenses incurred Lease. Effective as of the Tranche II Give-Back Date, Tenant’s Share of Direct Expenses shall be as set forth in any direct dispute Section 6 of the Summary of the Lease (as amended by Section 7(a) of this Eleventh Amendment). (d) Effective as of the Tranche III Give-Back Date and in addition to the monthly Base Rent set forth in Section 8(d) of this Eleventh Amendment, Tenant shall pay Tenant’s Share of Direct Expenses with any particular tenant respect to the Remaining Premises, and all other additional rent payable under the terms of the Lease, pursuant to the terms and conditions of the Lease. Effective as of the Tranche III Give-Back Date, Tenant’s Share of Direct Expenses shall be as set forth in Section 6 of the Summary of the Lease (other than those incurred which are as amended by Section 7(a) of benefit to or protect the rights of other tenants in the Building, generallythis Eleventh Amendment); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this --------------- Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, Which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenants failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's failure to comply with the terms of this Lease. in 2007 the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's, prorate share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimate amount shall be reconciled within 120 days of the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs or more frequently if Landlord elects to do so at Landlord's sole and absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding In addition to Percentage Rent and all other rent charges reserved hereunder and as part of the total rent to be paid, Tenant agrees to pay Landlord, commencing on and after the Rent Commencement Date and continuing thereafter throughout the entire Term of the Lease, on a monthly basis in advance, due and payable on the first day of each calendar month without deduction or offset for any reason whatsoever, the amount due as Additional Rent. Without limiting any other provision of this Lease, it is expressly understood and agreed that the Tenant's participation in real estate taxes over the Tax Base Year, and all other charges which the Tenant is required to pay hereunder (excluding only Percentage Rent), together with all interest and penalties that may accrue thereon, shall be deemed to be Additional Rent, and in the event of nonpayment thereof by the Tenant, the Landlord shall have all of the rights and remedies with respect thereto as would accrue to the Landlord for nonpayment of Rent. (a) Landlord shall have the right, but shall not be required to do so, to pay such sums or do any act which requires the expenditure of monies which may be necessary or appropriate by reason of the failure or neglect of Tenant to perform any of the provisions of the Original this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordinglyand, in the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also event of the exercise of such right by Landlord, Tenant agrees to pay to LESSORLandlord within fifteen (15) days after notice thereof, all such sums as Additional Rent under Rent; and if Tenant shall default in such payment, Landlord shall have the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses same rights and remedies as Landlord has hereunder for the Building and sitefailure of Tenant to pay rent. Except as forth herein, based on LESSEE’S Allocable Percentage. Operating Expensesany obligations of Tenant, as set forth in Exhibit B heretoherein (including, are the unaudited actuals for calendar year 2006 (without limitation, rental and will be subject other monetary obligations, repair obligations, and obligations to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunderindemnify Landlord), shall survive the expiration or earlier termination of this Lease, and Tenant shall immediately reimburse Landlord for any expense incurred by Landlord, including Tenant's failure to satisfy any such obligation (notwithstanding the exercise fact that such cure might be effected by Landlord following the expiration or earlier termination of the right of eminent domain this Lease). 5. (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or OwnerIntentionally Deleted); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.

Additional Rent. Commencing on the Lease Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”), cash or other immediately available good funds in the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord during the Term. Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may xxxx to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord during the Term, together with the underlying xxxx or invoice for which Landlord seeks reimbursement or payment and evidence of payment thereof, and Tenant shall pay to Landlord the amount of such expenses within fifteen (15) days after receipt of a written xxxx (and evidence of the cost incurred) therefor from Landlord, and/or (ii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may reasonably determine in accordance with Article 13, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time.Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed. (b) Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. Notwithstanding the provisions foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the applicable taxing authority, in which case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than ten (10) days before such Real Property Taxes become delinquent. In the Original Leaseevent Tenant is responsible to pay taxes directly, this Amended Landlord shall have no obligation to make such payments, whether or not Landlord receives evidence of payment from Tenant, and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall in all cases be responsible for payment of Additional Rent attributable to the Operating Expenses any fines, penalties, interest and damages for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderlate payment.

Additional Rent. Notwithstanding 6.1 The Tenant shall pay to the provisions Landlord as additional rent (the "Additional Rent") to the Landlord in each year of the Original Term of Lease, this Amended within ten (10) days after demand the Tenant's Proportionate Share of: (a) Common Maintenance Cost; (b) Cost of Heating, Ventilating and Restated Lease Agreement is structured Air-Conditioning; (c) Cost of Insurance; (d) Realty Taxes; (e) an administrative fee equal to 15% of the total of expenses incurred by the Landlord under paragraphs 6.l (a) to (d) inclusive; together with the total of: (f) all taxes, license fees, duties, rates, assessments or imposts of whatsoever nature levied by any authority whatsoever in respect of the Land and Building as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses business or property of the Tenant, or to any thing or things erected or placed in, upon or under, or fixed to the Demised Premises by or with the consent or permission of the Tenant during the Term, including all fixtures, machines, equipment and other things of any nature or description not the property of the Landlord or which may be lawfully removed by the Tenant; (g) the total cost of all local improvements and utility charges, if any, and all charges for water, gas, electric light, heat and power, ventilating and air-conditioning, telephone, scavenging and garbage and waste collection or other similar service used, rendered or supplied upon or in connection with the Demised Premises and the Tenant will indemnify and save the Landlord harmless against and from any liability or damages on any such account; (h) Goods and Services Tax ("G.S.T.") payable by the Tenant on Basic Rent and any of the foregoing payments; and (i) all other amounts which shall become due and payable pursuant to the Lease. 6.2 The Tenant shall pay the Landlord upon demand the charges established by the Landlord from time to time for all supplementary services and utilities provided to the Tenant by the Landlord or its agents (the "Special Tenant Expenses"). Such supplementary services and utilities shall include, without limitation, security, maintenance, repair, janitorial, cleaning and any other services provided outside ordinary business hours and/or in a manner not considered by the Landlord as standard. Where any other expenses over and above normal operations for the Building Centre is incurred or paid by the Landlord specifically for the benefit of and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are at the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each request of the categorized Exhibit B costs Tenant, the Tenant shall pay such expense. The Landlord may charge and expenses the Tenant shall pay a service fee for providing such services or for incurring such expense. 6.3 The Additional Rent shall, when in 2007 default, be deemed to be rent, receivable as such, and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes all remedies of the LESSOR; Landlord on non-payment of Basic Rent shall be applicable thereto. The obligation of the costs incurred in Tenant to pay any rehabilitationof the aforementioned amounts owing, reconstruction accrued or other work occasioned by unpaid at the end of the Lease Term shall survive the expiration or sooner termination of the Lease. 6.4 The Tenant covenants to pay the Tenant's taxes and any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), and all fees or amounts payable by the exercise Tenant other than to the Landlord, in connection with the Tenant's business in or occupation of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderDemised Premises.

Additional Rent. Notwithstanding (a) During each Fiscal Year (or part thereof) beginning on the provisions of Commencement Date and continuing throughout the Original LeaseTerm, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSORLandlord, as Additional Rent under Rent, quarterly in advance on the Leasefirst day of each calendar quarter during the applicable portion of the Term, and in accordance with this Lease and the following amounts based on LESSEE’S allocable percentage terms and conditions of the annual Support Agreement: (which is 8.3441%i) The costs of Demand Services, if any, requested by Xxxxxx from Landlord in such year; (ii) The ARFF Costs for the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE ARFF Services, if any, to be provided to Tenant by Landlord in such year; provided, that Landlord shall be responsible to pay for payment (b) of Additional Rent attributable the ARFF Costs; and (iii) The costs of Utilities, if any, to be provided to Tenant by Landlord in such year, including, without limitation, Tenant's pro rata share of the Operating Expenses for costs to operate and maintain any components of any Utility systems that serve the Building Premises as determined in accordance with the Utility Plan (including repairs and site, based on LESSEE’S Allocable Percentage. Operating Expensesreplacements, as set forth in Exhibit B heretowell as any upgrades, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each capital improvements and/or separation of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Termsuch Utility systems that have been made at Tenant's request). “Operating Expenses” shall Tenant will not include the following: be obligated to pay for or reimburse Landlord for any of the costs of LESSEE’S improvements providing ISP Services to the Premises. Landlord and services for which LESSEE or any tenant specifically Tenant acknowledge and directly reimburses LESSORagree that during the RFP process described in the Recitals, or pays third persons at LESSOR’S directions; income or franchise taxes the ISP Services Rate was factored into and constitutes a part of the LESSOR; Base Rent to be paid by Tenant pursuant to the Basic Lease Information and section 5.1, and the Base Rent will not be adjusted as a result of any increase or decrease in the actual costs of the ISP Services. Notwithstanding the foregoing, in the event any Additional Projects are developed on property within the Premises that is under exclusive federal legislative jurisdiction, then Tenant will be obligated to pay Landlord for the costs incurred in any rehabilitationof providing ISP Services at then- current ISP Services Rate so long as such property remains under exclusive legislative jurisdiction. (b) Beginning on the Commencement Date and continuing throughout the Term, reconstruction or Tenant shall pay, as Additional Rent, all other work occasioned by any insured casualty (i.e. as to which LESSOR is amounts of money and charges required to carry insurance hereunder)be paid by Tenant under this Lease, whether or by the exercise not such amounts of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance money or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which charges are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderdesignated "Additional Rent."

Additional Rent. Notwithstanding Commencing on January 1, 2025 and subject to a 2024 Base Year, and continuing for each month thereafter during the provisions of the Original LeaseTerm, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE Subtenant shall be responsible for the payment of Additional Rent attributable Tenant’s Share of Excess Operating Expenses payable by Sublandlord pursuant to the terms and conditions of the Master Lease, and for the payment of costs of utilities under Section 11 of the Master Lease. Subtenant and Sublandlord agree, as a material part of the consideration given by Subtenant to Sublandlord for this Sublease, that Subtenant shall pay one hundred percent (100%) of Tenant’s Share of Excess Operating Expenses commencing on January 1, 2025, such that Sublandlord shall receive, as net consideration for this Sublease, full reimbursement thereof. Subtenant shall pay 1/12th of Txxxxx’s Share of Excess Operating Expenses on a monthly basis at the Building same time Subtenant pays Monthly Base Rent. If during any calendar year Sublandlord is determined, upon receipt by Sublandlord of the Annual Statement, to have overpaid Tenant’s Share of Excess Operating Expenses under the Master Lease and, as a result, Subtenant has overpaid Tenant Share of Excess Operating Expenses under this Sublease, such overpayment shall be credited toward the payments next due from Subtenant. In addition, in the event Sublandlord exercises its audit right under Section 5 of the Master Lease, and site, based on LESSEE’S Allocable Percentage. as a result Sublandlord receives a refund of any excess payment of Tenant’s Share of Operating Expenses, as set forth in Exhibit B heretoSublandlord shall promptly refund to Subtenant any portion of such refund attributable to excess payment by Subtenant, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each if any. Tenant Share of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Excess Operating Expenses” shall not include , and any and all other amounts Subtenant assumes or agrees to pay under the following: the costs provisions of LESSEE’S improvements this Sublease, including without limitation any and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or all other work occasioned sums that may become due by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent reason of any so-called default of Subtenant or failure to comply with the agreements, terms, covenants and conditions of this Sublease to be performed by Subtenant, after any applicable notice and cure period, shall be “deductibleAdditional Rent” amount under policies of insurance or any costs actually incurred for which any insurance company does this Sublease. All Additional Rent not reimburse or compensate LESSOR or Owner); depreciation of required by this Sublease to be paid at the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants time and in the Building, generally); costs manner for payment of renovations Monthly Base Rent shall be payable by Subtenant to other tenants’ spaces; costs Sublandlord within ten (10) days after receipt of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderSublandlord’s invoice therefor.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent and (d) All prorated costs and expenses related to the Ardenwood Property Owner's Association as set forth in 2007 Paragraph 45. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five business days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs or more frequently if Landlord elects to do so at Landlord's sole and absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent Items. Within thirty (30) days after receipt of Landlord's reconciliation, Tenant shall have the costs incurred in any rehabilitationright, reconstruction at Tenant's sole expense, to audit, at a mutually convenient time at Landlord's office, Landlord's records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other work occasioned by any insured casualty third party on a contingency fee basis. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be credited to Tenant's account within thirty (i.e. as to which LESSOR 30) days after the audit is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderconcluded.

Additional Rent. Notwithstanding Commencing on the provisions Lease Commencement Date (as pursuant to Paragraph 2.3 above) and continuing through the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”) the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred by Landlord. Payment shall be made by whichever of the Original Leasefollowing methods (or combination of methods) is (are) from time to time designated by Landlord. (i) Landlord may forward invoices or bills for such expenses to Tenant, this Amended and Restated Lease Agreement is structured as Tenant shall, no later than the later of thirty (30) days after delivery by Landlord or ten (10) days prior to due date, pay such invoices or bills and deliver satisfactory evidence of such payment to Landlord, and/or (ii) Landlord may xxxx to Tenant, on a “triple net” lease. Accordinglyperiodic basis not more frequently than monthly, the provisions for Additional Rent based on Operating Expenses amount of such expenses (or group of expenses) as or incurred by Landlord, and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSORLandlord the amount of such expenses within thirty days after receipt of a written xxxx therefore from Landlord, and/or (iii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE Landlord’s Insurance Costs or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunderReal Property Taxes), or by group of expenses, which it anticipates will be paid or incurred for the exercise ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed. (b) Landlord’s share of the right of eminent domain consideration received by Tenant upon certain assignments and sublettings a required by Article 7. (except c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the extent terms of any so-called “deductible” amount under policies of insurance this Lease. Notwithstanding the foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any costs actually incurred for portion thereof directly to the applicable taxing authority, in which any insurance company does not reimburse case Tenant shall make such payments and deliver satisfactory evidence of payment to Landlord no later than the later of thirty (30) days after delivery by Landlord or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant ten (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order10) days before such Real Property Taxes become delinquent.

Additional Rent. Notwithstanding (a) Tenant shall pay and discharge, as additional rent (collectively, "Additional Rent"): (i) except as otherwise specifically provided herein, all costs and expenses of Tenant and all reasonable costs and expenses of, Landlord and any other Persons specifically referenced herein which are incurred in connection or associated with (A) the use, non-use, occupancy, possession, operation, condition, design, construction, maintenance, alteration, repair or restoration of any of the Leased Premises, (B) the performance of any of Tenant's obligations under this Lease, (C) any sale or other transfer of any of the Leased Premises to Tenant under this Lease, (D) any Condemnation proceedings, (E) the adjustment, settlement or compromise of any insurance claims involving or arising from any of the Leased Premises, (F) the prosecution, defense or settlement of any litigation involving or arising from any of the Leased Premises, this Lease, or the sale of the Leased Premises to Landlord, (G) the enforcement by 20 Landlord, its successors and assigns, of any of its rights under this Lease, (H) any amendment to or modification or termination of this Lease made at the request of Tenant, (I) Costs of Landlord's and Lender's counsel incurred in connection with the preparation, negotiation and execution of this Lease, Costs of Landlord's and Lender's counsel incurred in connection with the review and/or negotiation of documents requested by Tenant and Costs of third party consultants retained by Landlord in connection with any act undertaken by Landlord at the request of Tenant, or incurred in connection with any act of Landlord performed on behalf of Tenant that Landlord has the right to perform under the terms of this Lease, (J) the reasonable cost of a consultant retained by Lender to review plans, specifications, and contracts in connection with any Alteration for which the approval of Lender is required or permitted under the terms of the Mortgage and the reasonable costs of Lender in connection with any inspection of the Leased Premises, (K) out-of-pocket costs incurred by Lender in connection with an Event of Default, (L) costs and expenses of any trustee under any Mortgage and (M) any other items specifically required to be paid by Tenant under this Lease, which costs and expenses shall include, without limitation, all Costs, judgments, settlement amounts, Impositions, insurance premiums, appraisal fees, the cost of performing and reporting any Site Assessment if an Environmental Violation is found, the cost of monitoring compliance with the provisions of Paragraph 10(f) hereof, including the Original Lease, this Amended reasonable cost of consultants retained by Landlord and Restated Lease Agreement is structured as a “triple net” lease. AccordinglyLender, the provisions for Additional cost of curing any Environmental Violation, and the cost of complying with all Legal Requirements, fines, penalties and interest; (ii) after the date all or any portion of any installment of Basic Rent based is due and not paid, an amount ("Late Charge") equal to three percent (3%) of the amount of such unpaid installment or portion thereof; provided, however, that with respect to the first two late payments of all or any portion of any installment of Basic Rent in any consecutive twelve (12) month period the Late Charge shall not be due and payable unless the Basic Rent has not been paid within three (3) business days following receipt by Tenant of written notice that such installment has not been received; (iii) a sum equal to any additional sums (including any late charge, default penalties, interest and fees of Lender's counsel) which are payable by Landlord to any Lender under any Note by reason of Tenant's late payment or non-payment of Basic Rent or by reason of an Event of Default; and 21 (iv) interest at the rate per annum (the "Default Rate") equal to the default interest rate per annum in the Note on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent under the Lease, the following sums until paid in full: (A) all overdue installments of Basic Rent from the respective due dates thereof, (B) all overdue amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable relating to obligations which Landlord shall have paid on behalf of Tenant, from the Operating Expenses for date Tenant receives notice of payment thereof by Landlord, and (C) all other overdue amounts of Additional Rent, from the Building date that Tenant receives notice any such amount has become overdue. (b) Tenant shall pay and sitedischarge (i) any Additional Rent referred to in Paragraph 7(a)(i) when the same shall become due, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, provided that amounts which are the unaudited actuals for calendar year 2006 (and will be subject billed to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE Landlord or any tenant specifically third party, but not to Tenant, shall be paid within five (5) days after Landlord's demand for payment thereof, and directly reimburses LESSOR(ii) any other Additional Rent, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty immediately upon Landlord's demand for payment thereof. (i.e. as to which LESSOR is required to carry insurance hereunderc) In no event shall amounts payable under Paragraph 7(a)(ii), or (iii) and (iv) exceed the maximum amount permitted by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderapplicable Law.

Additional Rent. Notwithstanding In addition to the Basic Rent, Subtenant --------------- covenants and agrees to pay to Sublandlord as additional rent (the "Additional ---------- Rent"), in lawful money of the United States of America, within five (5) days ---- after personal delivery or within ten (10) days after mailing of a notice of Additional Rent due (together with a copy of the applicable xxxx or statement received by Sublandlord from Landlord and/or other evidence, if any, that Additional Rent is due), the following amounts: (i) all additional rent, taxes, utilities, maintenance and operating expenses, and other amounts attributable to the Premises which are payable by Sublandlord in accordance with the terms of the Master Lease (collectively, the "Operating Expenses"); and ------------------ (ii) any and all other costs, charges or expenses (other than the fixed rent payable by Sublandlord under the Master Lease) attributable to the Premises and payable by Sublandlord pursuant to the provisions of the Original Master Lease, this Amended and Restated . In the event that the amount payable by Sublandlord under the Mater Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSORother amounts is adjusted by Landlord at the end of a year or other period, as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage then (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment i) if there has been a corresponding underpayment of Additional Rent attributable paid by Subtenant, Subtenant shall pay to Sublandlord, at least seven (7) days prior to the Operating Expenses for the Building date that same are due and sitepayable to Landlord, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject an amount equal to change based on actual costs and expenses incurred for each Subtenant's share of the categorized Exhibit B costs and expenses adjustment; or (ii) if there has been an overpayment in 2007 and each subsequent year during the Extended Term). “Operating Expenses” Additional Rent paid by Subtenant, Sublandlord shall not include credit against the following: the costs next pay- ments of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORAdditional Rent coming due hereunder an amount equal to Subtenant's share of such adjustment, or pays third persons at LESSOR’S directions; income promptly refund such amount to Subtenant if no further Additional Rent shall be due hereunder. The provisions of this paragraph shall survive the Expiration Date or franchise taxes earlier termination of this Sublease. Subtenant's obligation to pay accrued Additional Rent hereunder and Sublandlord's obligation to refund any overpayments of Additional Rent hereunder shall survive the expiration or earlier termination of this Sublease. In the event that Landlord reduces or abates Sublandlord's rental obligations pursuant to the terms of the LESSOR; the costs incurred in any rehabilitationMaster Lease, reconstruction Subtenant shall be entitled to its allocable share of such abatement or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderdiminution.

Additional Rent. Notwithstanding A. If and to the provisions of extent that Landlord is obligated to pay additional rent under the Original Prime Lease, this Amended and Restated Lease Agreement whether such additional rent is structured as a “triple net” lease. Accordinglyto reimburse Prime Landlord for taxes, operating expenses, common area maintenance charges or other expenses incurred by the Prime Landlord in connection with the Leased Property, Tenant shall pay to Landlord, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay percentage of such additional rent (to LESSOR, as Additional Rent under the Lease, extent such additional rent is attributable to events occurring during the following amounts based on LESSEE’S allocable percentage (term of this Sublease) which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B heretoSection 1(N) as the Sublease Share. Such payment shall be due from Tenant to Landlord no fewer than five (5) days prior to the date upon which Landlord's payment of such additional rent is due to the Prime Landlord, are provided that Tenant shall have been billed therefor at least ten (10) days prior to such due date (which bxxx shall be accompanied by a copy of Prime Landlord's bxxx and other material furnished to Landlord in connection therewith). B. The Sublease Share provided for in Section 1(N) is calculated by dividing the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each rentable area of the categorized Exhibit B costs and expenses in 2007 and each subsequent year Sub-leased Premises by the rentable area of the Leased Property leased by Prime Landlord to Landlord pursuant to the Prime Lease. In the event the rentable area of the Sub-leased Premises or the area of the premises leased pursuant to the Prime Lease shall be changed during the Extended Term), then the Sublease Share shall be recalculated. C. The Basic Services shall be billed by Landlord and paid monthly as additional rent, along with regular monthly installments of Base Rent as provided in section 7 above. “Operating Expenses” Landlord shall not include be liable to Tenant due to any failure to provide, or the following: the costs inadequacy of LESSEE’S improvements and services for which LESSEE , utilities or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes other Basic Services if beyond the reasonable control of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderLandlord.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant’s proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant’s proportionate share of all insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant’s proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys’ fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may increase by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord’s agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord’s agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 advance, Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord’s sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations says in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding All sums payable by Tenant under this Lease other than Base Rent are “Additional Rent”; the provisions of the Original Lease, this Amended term “Rent” includes both Base Rent and Restated Lease Agreement is structured as a “triple net” leaseAdditional Rent. Accordingly, the provisions for Additional Rent based on Operating Expenses Landlord will estimate in advance and Taxes are rewritten as follows. LESSEE shall also pay charge to LESSOR, as Additional Rent under the Lease, Tenant the following amounts based on LESSEE’S allocable percentage costs (“Total Operating Costs”), which Tenant will pay with the Base Rent, monthly, commencing December 1, 2010, except as otherwise set forth herein: (i) all Real Property Taxes for which Tenant is 8.3441%liable under Article 4, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable (ii) all utility costs (to the extent utilities are not separately metered) for which Tenant is liable under Article 5, (iii) all insurance premiums for which Tenant is liable under Article 6 (provided that Tenant shall pay all costs of its own insurance (as required by Section 6.1 hereof) directly to the appropriate insurance company), and (iv) all Operating Expenses for the Building which Tenant is liable under Article 7 of this Lease. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and site, based on LESSEE’S Allocable Percentagereasonable anticipation of costs. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and Such adjustments will be effective as of the next Rent payment date after notice to Tenant (such notice to be accompanied by a written explanation by Landlord of the justification for such adjustment). By the date that is ninety (90) days following the end of each fiscal year (as established by Landlord) during the Term, Landlord will deliver to Tenant a statement setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding twelve (12) months and Tenant’s Pro Rata Share of such expenses (the “Total Operating Cost Statement”). Within 30 days after Tenant’s receipt of such statement, and subject to change based on actual costs Section 3.4, there will be an adjustment between Landlord and expenses incurred for each Tenant, with payment to or credit given by Landlord (as the case may be); provided, however, if a credit is due to Tenant with respect to the last year of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during Term, the Extended Term)amount of such credit shall be refunded to Tenant. “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes As of the LESSORdate hereof, Landlord’s “fiscal year” is the calendar year; the costs incurred in any rehabilitationprovided, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder)however, or by the exercise of Landlord reserves the right to change its fiscal year upon prior written notice to Tenant of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government ordersuch change.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment a) Tenant's proportionate share of Additional Rent attributable all Taxes relating to the Operating Expenses for Complex as set forth in Paragraph 12, and (b) Tenant's proportionate share of all insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesComplex, as set forth in Exhibit B heretoParagraph 15, and (c) Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are the unaudited actuals for calendar year 2006 located as set forth in Paragraph 7, and (d) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (I) within five days for taxes and insurance and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord. Tenant shall pay to Landlord monthly, in 2007 advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs absolute discretion, as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration of termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning on the provisions of Lease Commencement Date and continuing throughout the Original LeaseLease Term, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord (or to Landlord’s designated agent) in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses Premises as set forth in Paragraph 11 (Taxes), and (b) All insurance premiums for the Building respective insurance year and site, based on LESSEE’S Allocable Percentage. Operating Expensesdeductibles relating to the Premises, as set forth in Exhibit B heretoParagraph 15 (Property Insurance), are the unaudited actuals for calendar year 2006 and (and will be subject to change based on actual c) Tenant’s proportionate share of all prorated costs and expenses incurred for each of related to the categorized Exhibit B Ardenwood Technology Park Property Owners’ Association as set forth in Paragraph 44 (Association Dues), and (d) All charges, costs and expenses, which are applicable to the Premises and which Tenant is required to pay hereunder, including, without limitation, utilities, together with all interest and penalties, reasonable costs and expenses including reasonable attorneys’ fees and legal expenses, that may accrue thereto in 2007 the event of Tenant’s failure to pay such amounts (subject to all applicable notice) and damages arising therefrom, reasonable costs and expenses which Landlord may incur by reason of an Event of Default (as defined in Paragraph 45 (Cross Default)) of Tenant Subject to all applicable notices, in the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Rent under this Lease. The Additional Rent due hereunder shall be paid to Landlord or Landlord’s agent (i) within thirty (30) days for Taxes and Property Insurance premiums and within thirty (30) days for all other Additional Rent items after presentation of invoice from Landlord or Landlord’s agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant’s Proportionate Share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items. Said estimated Additional Rent amounts shall be reconciled against actual Additional Rent expenditures (i) within ninety (90) days of the end of each subsequent calendar year during or within forty-five (45) days of the Extended Termend of each quarter (as determined by Landlord) and (ii) within ninety (90) days of the Lease Termination Date (or as soon thereafter as reasonably possible if, for whatever reason, the Landlord cannot complete the reconciliation within said ninety (90) day period). “Operating Expenses” Notwithstanding anything to the contrary herein, Landlord shall not include be required to submit ongoing monthly statements to Tenant reflecting amounts owed as Additional Rent. Landlord will, however, inform Xxxxxx by invoice when a previously estimated Additional Rent amount changes. In the followingevent of any underpayment by Tenant of Additional Rent items, Tenant shall pay to Landlord, within thirty (30) days of Tenant’s receipt of an invoice therefor, any amount of actual expenses permitted under this Lease and expended by Landlord in excess of said estimated amount. In the event of any overpayment by Xxxxxx, Landlord shall credit any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items to Tenant (provided Landlord may withhold any portion thereof and credit Tenant to Single Tenant/Single Parcel Initial: cure Tenant’s default in the costs performance of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSORterms, covenants and conditions of this Lease). Notwithstanding anything to the contrary above, any credit due Tenant for a reconciliation of Additional Rent expenses that occurs after the Lease Termination Date shall be refunded to Tenant; provided however, that Landlord may withhold therefrom the costs incurred amount necessary to cover any amounts due on Tenant’s account. [***] Landlord shall, upon request by Xxxxxx, provide Tenant with copies of individual invoices related to the foregoing actual expenses, either by facsimile, email or by U.S. mail; however, in no event shall Landlord be obligated to provide duplicate copies of any rehabilitation, reconstruction invoice or other work occasioned by any insured casualty Lease documentation to Tenant and/or Tenant’s representative (i.e. as if any) for an audit of Tenant’s records outside of Landlord’s office. Within a reasonable time period following the Lease Commencement Date, Landlord shall provide an invoice to which LESSOR is required Tenant reflecting the estimated Additional Rent amounts to carry insurance hereunder), or by be paid monthly in advance and Tenant shall pay said amounts monthly in advance until otherwise informed in writing that the exercise of the right of eminent domain (except monthly estimated Additional Rent amounts have changed and Landlord shall not otherwise submit monthly estimated Additional Rent invoices to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderTenant.

Additional Rent. Notwithstanding Commencing on the provisions Rent Commencement Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Building 3 Monthly Rent and to the extent not required by Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to Landlord as additional rent (the “Additional Rent”), cash or other immediately available good funds in the following amounts: (a) An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Payment shall be made by whichever of the Original Leasefollowing methods (or combination of methods) is (are) from time to time designated by Landlord: (i) Landlord may xxxx to Tenant, this Amended and Restated Lease Agreement is structured as on a “triple net” lease. Accordinglyperiodic basis not more frequently than monthly, the provisions for Additional Rent based on Operating Expenses amount of such expenses (or group of expenses) as paid or incurred by Landlord, and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSORLandlord the amount of such expenses within thirty (30) days after receipt of a written xxxx therefor from Landlord, and/or (ii) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable to the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE Landlord’s Insurance Costs or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunderReal Property Taxes), or by group of expenses, which it anticipates will be paid or incurred for the exercise ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to revise such estimate from time to time, not more frequently than once per calendar year. (b) Landlord’s share of the right of eminent domain consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (except c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the extent terms of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthis Lease.

Additional Rent. Notwithstanding the provisions of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for In addition to such Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also pay to LESSOR, as Additional Rent may otherwise be payable under the Lease, Lessee shall pay within thirty (30) days of a demand therefor but subject in all cases to Lessee's rights under the following amounts based Operative Documents, as Additional Rent, without duplication, all Break Costs, Funding Costs, Reserve Costs, Increased Costs and Illegality Costs (collectively, "ADDITIONAL COSTS"). Promptly after Lessor receives notice from any holder of Instruments of any Additional Costs to be payable as Additional Rent Lessor shall supply (i) a copy of the same to the Lessee; PROVIDED, HOWEVER, that the failure to provide such notice of any Additional Costs shall not affect the Lessor's right to recover Additional Rent for the same but shall merely affect the timing of such recovery; and (ii) a certificate in reasonable detail setting forth the basis for and the amount of such Additional Costs submitted by the Lessor (on LESSEE’S allocable percentage behalf of a holder) to the Lessee which notice shall be conclusive and binding for all purposes, absent manifest error. SCHEDULE C ---------- Termination Value ----------------- A. Termination Value. ----------------- The "TERMINATION VALUE" of the Property as of any date shall be an amount equal to the Adjusted Capitalized Cost of the Property and any Closing Costs incurred in connection with the payment of such Adjusted Capitalized Cost and/or the sale of the Property. B. Adjusted Capitalized Cost: ------------------------- The "ADJUSTED CAPITALIZED COST" of the Property, at any time, as a whole is (which is 8.3441%i) after the consummation of the refinancing of the Interim Notes contemplated by Article III of the Participation Agreement, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE sum of the Series A Portion, Series B Portion and Certificate Portion of the Adjusted Capitalized Cost; and (ii) prior to the consummation of such refinancing of the Interim Notes, the sum of the then outstanding aggregate principal amount of the Interim Notes and the Series 1 Notes, together with interest accrued and unpaid and all other amounts due thereon or with respect thereto, and the Certificate Portion of the Adjusted Capitalized Cost. The "SERIES A PORTION" of the Adjusted Capitalized Cost at any time shall be responsible for payment of Additional Rent attributable equal to the Operating Expenses for then outstanding aggregate principal amount of the Building A-Notes together with interest accrued and siteunpaid and all other amounts due thereon or with respect thereto; The "SERIES B PORTION" of the Adjusted Capitalized Cost at any time shall be equal to the then outstanding aggregate principal amount of the B-Notes, based on LESSEE’S Allocable Percentagetogether with interest accrued and unpaid and all other amounts due thereon or with respect thereto; and The "CERTIFICATE PORTION" of the Adjusted Capitalized Cost at any time shall be equal to the then outstanding aggregate stated amount of the Certificates together with Distributions and all other amounts due thereon or with respect thereto. Operating ExpensesCapitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Lease (and the other Schedules thereto) to which this Schedule C is attached, including terms defined by reference in the Lease to the other Operative Documents. C-1 -------------------------------------------------------------------------------- AMENDED AND RESTATED PARTICIPATION AGREEMENT dated as of November 30, 2000 among FERRO CORPORATION, STATE STREET BANK AND TRUST COMPANY not in its individual capacity except as expressly stated herein, but solely as Trustee, THE FINANCIAL INSTITUTIONS NAMED HEREIN, as set forth in Exhibit B heretoPurchasers and CITIBANK, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each N.A., as Agent -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- Preliminary Statement..................................................................................... 1 ARTICLE I................................................................................................. 3 SECTION 1.01. Simultaneous Amendment Effective Date Transactions................................. 3 SECTION 1.02. Amendment of the categorized Exhibit B costs and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order.Prior Transaction..................................................... 3

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys' fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in 2007 and advance, Tenant's prorata share of an amount reasonably estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled at the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year in which any insurance company does not reimburse the term hereof expires or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord's designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All Insurance premiums relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys's fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent. and (d) all prorated costs and expenses related to the Ardenwood Property Owners' Association as set forth in 2007 Paragraph 52. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent(i) within five days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord's agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenants prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for such Additional Rent Items, which estimated amount shall be reconciled within 120 days of at the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs or more frequently if Landlord elects to do so at Landlord's sole and absolute discretion as compared to Landlord's actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant as not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items. The respective obligations of Landlord and Tenant under this paragraph shall survive the costs incurred in any rehabilitation, reconstruction expiration or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise termination of the right term of eminent domain (except to this Lease, and if the extent term hereof shall expire or shall otherwise terminate on a day other than the last day of any so-called “deductible” amount under policies of insurance or any costs actually a calendar year, the actual Additional Rent incurred for the calendar year. In which any insurance company does not reimburse the term hereof expire or compensate LESSOR or Owner); depreciation otherwise terminates shall be determined and settled on the basis of the Building; general corporate overhead statement of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants actual Additional Rent for such calendar year and shall be prorated in the Building, generally); costs proportion which the number of renovations days in such calendar year preceding such expiration or termination bears to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government order365.

Additional Rent. Notwithstanding the provisions Sublessee acknowledges that Sublessor is obligated to pay to Landlord all amounts provided for in Section 4(b) of the Original Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease("Additional Rent"). Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE shall also Sublessee agrees to pay to LESSOR, Sublessor as Additional Rent hereunder its Pro Rata Share of all such Additional Rent charged to Sublessor by Landlord under the Lease commencing on the Rent Commencement Date subject to a maximum annual increase of [*] over the amount of actual Additional Rent paid by Sublessee for the previous year. As of the date hereof, Sublessor is paying Landlord on a monthly basis the sum of [*] per rentable square foot as Additional Rent. Sublessor shall provide Sublessee with full and complete copies of all Expense Statements provided to Sublessor by Landlord under Section 4(c) of the Lease promptly following Sublessor's receipt of the same from Landlord. In addition, Sublessee shall pay (i) its Pro Rata Share of all other sums which Sublessor is obligated to pay under the Lease except those sums (A) resulting from a default by Sublessor under the Lease unless caused in whole or in part by ------------------ * Confidential treatment requested. Redacted Sublessee, and (B) that are not related in whole or in part to the portion of the Premises then occupied by Sublessee, and (ii) any additional charges and expenses imposed by Landlord pursuant to the terms of the Lease and related specifically to Sublessee's use and occupancy of the Premises during the Term. All the foregoing shall be considered "Additional Rent" and Sublessee shall pay such Additional Rent in accordance with the time for payment set forth in the Lease provided Sublessee has received notice that any such amounts are due. To the extent permitted under the Lease, the following amounts based on LESSEE’S allocable percentage (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment Sublessee may demand an audit of Additional Rent attributable to the Operating Expenses for the Building Landlord's books and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth records in Exhibit B hereto, are the unaudited actuals for calendar year 2006 (and will be subject to change based on actual costs and expenses incurred for each accordance with Section 4(e) of the categorized Exhibit B costs Lease, at Sublessee's sole cost and expenses in 2007 and each subsequent year during the Extended Term). “Operating Expenses” shall not include the following: the costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSOR, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitation, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderexpense.

Additional Rent. Notwithstanding It is the provisions agreement and intention of the Original LeaseLessor and the Lessee that the Minimum Rent to Lessor shall be net, this Amended net, net of any and Restated Lease Agreement all utility costs, property taxes, insurance costs and any and all other costs, expenses and fees associated in any way with the Leased Premises, the Parking Area, the Access Area, the Common Areas and/or the Building and/or the Real Property and the management, maintenance, insuring and operation thereof provided that such costs, expenses and fees are commercially reasonable and are customarily payable by lessees under triple net leases. The Lessor and the Lessee acknowledge and agree that pursuant to the Budget (hereinafter defined) for the first year of the Term, the estimate of all of the Operating Expenses (hereinafter defined) for the Leased Premises for the first year of the Term is structured as a “triple net” leaseFour and 00/100 Dollars ($4.00) per rentable square foot of space contained in the Leased Premises (i.e., $14,536.00 based upon $4.00 per rentable square foot multiplied by 3,634 square feet contained in the Leased Premises) (the "Annual Estimated Operating Expenses"). Accordingly, the provisions Lessee shall pay for Additional Rent based on Operating Expenses (i) all utility costs to the Leased Premises and Taxes the Parking Area or its Proportionate Share of all utilities costs to the entire Building and the Real Property if such utilities to the Leased Premises are rewritten as follows. LESSEE shall also pay not separately metered, (ii) its Proportionate Share of all utility costs to LESSORthe Access Area and the Common Areas, as Additional Rent under the hereinbefore set forth in Paragraph 8 of this Lease), (iii) its Proportionate Share of all property taxes as hereinabove set forth in PARAGRAPH 7 of this Lease, and (iv) its Proportionate Share of all Grounds Maintenance Costs (hereinafter defined) of the following amounts based on LESSEE’S allocable percentage Real Property, and (which is 8.3441%v) its Proportionate Share of any and all other fees, costs and expenses attributable to the management, maintenance, insuring and operation of the Building, the ‘‘Allocable Percentage”): A. Parking Area, the Access Area, the Common Areas and the Real Property (all of the aforesaid items are hereinafter collectively referred to as the "Operating Expenses: LESSEE "). Anything contained in this Lease to the contrary notwithstanding, the standard business hours for the operation of the Building shall be 7:00 a.m. to 7:00 p.m. Mondays through Fridays and 8:00 a.m. to 1:00 p.m. on Saturdays excluding all legal holidays (collectively, the "Building Standard Hours"). All utilities, if not separately metered for the Leased Premises, applicable to the Leased Premises during Building Standard Hours shall be billed to, and paid by, the Lessee based upon the Lessee's Proportionate Share of the aggregate cost and expense thereof attributable to the entire Building. If, however, the Lessee is desirous of utilizing HVAC services or other utilities within the Building or the Leased Premises during hours other than during Building Standard Hours, then the Lessee shall coordinate such after-hours use of the same with the Lessor, or the Lessor's management agent, and the Lessee shall be responsible for the payment of Additional Rent attributable an additional charge therefor equal to Twenty-Five Dollars ($25.00) per hour for each floor (or portions of a floor) within the Operating Expenses for the Building and site, based on LESSEE’S Allocable Percentage. Operating Expenses, as set forth in Exhibit B hereto, Leased Premises which are the unaudited actuals for calendar year 2006 (and will subject of the Lessee's after-hours use. For purposes of this PARAGRAPH 10, "Grounds Maintenance Costs" shall be subject to change based on actual all costs and expenses incurred for each by the Lessor with respect to the grounds maintenance and upkeep of the categorized Exhibit B costs Real Property including, without limitation, all landscape maintenance and replacement costs, such as grass cutting, the upkeep, maintenance and replacement of all shrubs, plantings and other landscape materials, snow and ice removal from all exterior portions of the Building including all sidewalks, stairways, entrances and exits with respect to all areas of the Building and the Real Property including, without limitation, the Parking Area, the Access Area and the Common Areas and all cleaning and sweeping of the Parking Area, the Access Area and the Common Areas and all other items of maintenance and upkeep associated therewith. Accordingly, all costs, expenses in 2007 and each subsequent year obligations relating to the Leased Premises, the Parking Area, the Access Area and the Common Areas which may arise or become due during the Extended Term). “Operating Expenses” shall Term including, but not include the following: the limited to, any and all costs of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORutilities, or pays third persons at LESSOR’S directions; income or franchise taxes of the LESSOR; the costs incurred in any rehabilitationheat, reconstruction or other work occasioned by any insured casualty (i.e. as to which LESSOR is required to carry insurance hereunder), or by the exercise of the right of eminent domain repairs (except for structural repairs to the extent of any so-called “deductible” amount under policies of insurance or any Leased Premises which shall be the Lessor's sole responsibility as hereinafter provided for) and maintenance costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of relating to the Building; general corporate overhead of Leased Premises, the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant Parking Area, the Access Area and the Common Areas (other than those incurred maintenance obligations and costs expressly required to be performed, and paid for, respectively, by the Lessor under this Lease), shall be borne, and paid for, by the Lessee as Additional Rent. Any and all sums which are may become due and payable by Lessee under the terms of benefit this Lease (other than the Minimum Rent), together with any late fees, penalties or additional interest thereon for non-payment shall hereinafter collectively be referred to or protect as "Additional Rent." The Lessor shall be indemnified, defended and held harmless by Lessee against any such costs, expenses and obligations which Lessor may be called upon to pay; provided, however, such costs, expenses and obligations shall be limited to those costs, expenses and obligations directly applying to the rights Leased Premises, the Parking Area, the Access Area and the Common Areas during the Term which the Lessee shall be required to pay pursuant to the terms of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderthis Lease.

Additional Rent. Notwithstanding Beginning with the provisions commencement date of the Original term of this Lease, this Amended and Restated Lease Agreement is structured as a “triple net” lease. Accordingly, the provisions for Additional Rent based on Operating Expenses and Taxes are rewritten as follows. LESSEE Tenant shall also pay to LESSOR, Landlord or to Landlord’s designated agent in addition to the Basic Rent and as Additional Rent under the Lease, the following amounts based on LESSEE’S allocable percentage following: (which is 8.3441%, the ‘‘Allocable Percentage”): A. Operating Expenses: LESSEE shall be responsible for payment of Additional Rent attributable a) All Taxes relating to the Operating Expenses for Premises as set forth in Paragraph 9, and (b) All insurance premiums and deductibles relating to the Building and site, based on LESSEE’S Allocable Percentage. Operating ExpensesPremises, as set forth in Exhibit B heretoParagraph 12, are the unaudited actuals for calendar year 2006 and (c) All charges, costs and will be subject expenses, which Tenant is required to change based on actual pay hereunder, together with all interest and penalties, costs and expenses incurred for each including reasonable attorneys’ fees and legal expenses, that may accrue thereto in the event of the categorized Exhibit B Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent, and (d) all prorated costs and expenses related to the Ardenwood Property Owners’ Association as set forth in 2007 Paragraph 44. The Additional Rent due hereunder shall be paid to Landlord or Landlord’s agent (i) within five business days for taxes and insurance and within thirty days for all other Additional Rent items after presentation of invoice from Landlord or Landlord’s agent setting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant’s prorata share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent items, which estimated amount shall be reconciled within 120 days of the end of each subsequent calendar year during the Extended Term). “Operating Expenses” shall not include the following: the costs or more frequently if Landlord elects to do so at Landlord’s sole and absolute discretion as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of LESSEE’S improvements and services for which LESSEE or any tenant specifically and directly reimburses LESSORactual expenses expended by Landlord in excess of said estimated amount, or pays third persons at LESSOR’S directions; income or franchise taxes Landlord crediting to Tenant (providing Tenant is not in default in the performance of any of the LESSOR; terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord’s actual expenditures for said Additional Rent items. Within thirty (30) days after receipt of Landlord’s reconciliation, Tenant shall have the costs incurred in any rehabilitationright, reconstruction at Tenant’s sole expense, to audit, at a mutually convenient time at Landlord’s office, Landlord’s records relating to the foregoing expenses. Such audit must be conducted by Tenant or an independent nationally recognized accounting firm that is not being compensated by Tenant or other work occasioned by any insured casualty third party on a contingency fee basis. If such audit reveals that Landlord has overcharged Tenant, the amount overcharged shall be credited to Tenant’s account within thirty (i.e. as to which LESSOR 30) days after the audit is required to carry insurance hereunder), or by the exercise of the right of eminent domain (except to the extent of any so-called “deductible” amount under policies of insurance or any costs actually incurred for which any insurance company does not reimburse or compensate LESSOR or Owner); depreciation of the Building; general corporate overhead of the LESSOR entity; legal expenses incurred in any direct dispute with any particular tenant (other than those incurred which are of benefit to or protect the rights of other tenants in the Building, generally); costs of renovations to other tenants’ spaces; costs of capital improvements; brokerage and advertising costs in seeking new tenants; and penalties incurred due to LESSOR’S willful violation of any direct violation of any government orderconcluded.